The Freelands Foundation Limited ## Annual Report and Financial Statements 31 December 2020 Company Registration Number 09497277 (England and Wales) 1162648 Charity Registration Number ## Contents ## Reports |Reference and Administrative Information|3| |---|---| |Trustees’ Report|4| |Chairperson’s Statement|7| |Objectives and Activities|14| |Achievements and Performance|18| |Education|19| |Artists and Art Organisations|29| |Research|35| |New Plans for Future Periods|41| |Financial Review|49| |Structure, Governance and Management|57| |Reference and Administrative Details|62| |Independent Auditor’s Report|67| |Financial Statements|| |Statement of Financial Activities|76| |Balance Sheet|78| |Statement of Cash Flows|79| |Principal Accounting Policies|81| |Notes to the Financial Statements|87| ## Reference and Administrative Information ## **Trustees** Elisabeth Murdoch (Chair) Mark Devereux Sarah von Schmidt Keith Tyson ## **Investment manager** JP Morgan International Bank Ltd 1 Knightsbridge London, SW1X 7LX ## **Registered office** 113 Regent’s Park Road London, NW1 8UR JP Morgan Bank Luxembourg S.A. 6 route de Trèves Senningerberg L-2633, Luxembourg ## **Telephone** 020 3598 7081 ## **Company registration number** 09497277 (England and Wales) BlackRock Investment (UK) Limited c/o BlackRock (Luxembourg) SA PO Box 1058 L-1010, Luxembourg ## **Solicitors** **Charity registration number** 1162648 Farrer & Co 66 Lincoln’s Inn Fields London, WC2A 3LH ## **Auditor** Deloitte LLP 1 New St Square London, EC4A 3HQ The Law Offices of Suzanne M Reisman 180 Piccadilly, 2nd Floor London, W1J 9HF ## **Banker** C Hoare & Co 37 Fleet Street London, EC4P 4DQ ## Trustees’ Report Eco-dyeing workshop with Sean Roy Parker at Haberdashers’ Aske’s Borough Academy, October 2020 Photo: Maria-Alejandra Huicho 5 Trustees’ Report 31 December 2020 ## Trustees’ Report The Trustees present their annual report and financial statements, together with the auditor’s report, for The Freelands Foundation Limited (the Foundation) for the year ended 31 December 2020. The report has been prepared in accordance with Part 8 of the Charities Act 2011 and equates to a Directors’ report for the purposes of company legislation. This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies’ exemption, which includes an exemption from preparing a Strategic Report. _Freelands Painting Prize_ , installation view, October 2020 Photo: Damian Griffiths Annual Report and Financial Statements The Freelands Foundation Limited 6 Trustees’ Report 31 December 2020 The financial statements have been prepared in accordance with the accounting policies set out on pages 47 to 50 therein. The statements comply with the charitable company’s memorandum and articles of association and with _Accounting and Reporting by Charities: Statement of Recommended Practice_ , relevant to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland (FRS 102). ## BACKGROUND The Freelands Foundation was set up in 2015 by Founder and Chairperson Elisabeth Murdoch to give everyone, regardless of background or location, the chance to take part in creating and enjoying art, to raise aspirations and empower people to transform their opportunities in life. The Foundation was incorporated as a private company limited by shares at Companies House on 18 March 2015 and was registered as a charity by the Charity Commission for England and Wales on 13 July 2015. The Freelands Foundation, together with its parent undertaking, which is a US entity of the same name, is a ‘dual qualified charity’. The parent entity is subject to the United States of America laws regarding ‘private foundations’ and the UK entity to charity law in England and Wales. The parent can exercise control through its power to appoint the Trustees of the Foundation under the Foundation’s Articles, and its power as member to remove Trustees under general company law. Annual Report and Financial Statements The Freelands Foundation Limited ## Chairperson’s Statement _Drawing Act II: Pattern Performance Parade_ with Alexis Teplin, 2020 Courtesy Drawing Room, London 8 ## Chairperson’s Statement Chairperson’s Statement 31 December 2020 _2020 was a transformative year for the entire world. Not least for artists, the cultural sector, educators and students across the UK._ One year on from my last Chair’s statement, our galleries and cultural institutions have just reopened their doors, and the profound social, cultural and economic impacts of the COVID-19 pandemic are only beginning to be realised. While COVID-19 has posed previously unimaginable challenges, we have seen the arts sector, teachers and local community leaders show remarkable creativity and resilience as they have, and continue to, navigate adversity. The pandemic both revealed and exacerbated the stark structural inequalities existing within our society, evidenced for example by the disparities in quality and access to remote education. However, it was the murder of George Floyd in May 2020 that brought racial inequality into sharp focus for us all. Within this context, the Foundation’s ongoing work took on a new urgency and importance. Our mission to enable equal access to the arts and quality arts education, propelled us to embrace the challenges of the year. We acknowledged that, in order to hold true to our commitment to include all social, ethnic and geographic groups in the arts, racial inequality had to be not only considered but proactively addressed. In June 2020, we announced a set of public commitments to address racial inequality in art education and the visual art sector, which will firmly embed inclusion at the core of all of our work. I am extremely proud of how the Foundation has stepped forward with bold new initiatives this year, building on the momentum of five years of work with artists, organisations and educators across the UK, despite the enormous challenges of multiple lockdowns. Our fundamental belief that early experiences of the act of making can ignite a lifelong engagement with art and bring enhanced life opportunities, compelled us to boost our ongoing Annual Report and Financial Statements The Freelands Foundation Limited 9 work with teachers, schools and universities to ensure that no one is left behind. Chairperson’s Statement 31 December 2020 In a year when schools and universities closed, we saw the tenacity of the desire to teach, learn and create, as it surfaced outside formal structures, prompting questions about how art could and should be taught. Through the relationships forged over the last five years, we worked in collaboration with teachers on the front line to develop new ways of working, including creating online artist teacher networks, in-the-post resources for schools and outdoor workshops. At the same time, we began to consider how art teachers in the UK, 94% of whom are white, can teach a diverse curriculum that engages and inspires all students. This included launching a new Education Steering Group to bring the diverse lived experiences of artists, teachers, curators and educationalists of different generations to this work. The experience of higher education was also overturned by the pandemic, and despite imaginative virtual alternatives, the past year reinforced the importance of students learning together through making and conversation. Virtual Art Club: Future Botanists workshop, June 2020 Annual Report and Financial Statements The Freelands Foundation Limited ## 10 Chairperson’s Statement 31 December 2020 After a summer of cancelled degree shows, the first Freelands Painting Prize offered a rare opportunity to exhibit work in real life in autumn 2020. In January 2021, the launch of the Freelands Painting Fellowship has already seen how artists and students working alongside one another can invigorate each other’s work. Artists and freelancers, who are the foundations of our sector, were left extremely vulnerable this year. The closure of organisations and cancellation of programmes posed an existential threat to their livelihood, with many falling outside the government support measures. In April 2020, we moved fast to design and launch our COVID-19 Emergency Funds. Working in partnership with national distribution agencies in England, Scotland, Wales and Northern Ireland, we reached 2,671 artists and freelancers facing hardship due to the pandemic through a £3m support package. Additional initiatives with Artangel and Cove Park created opportunities for artists during a period of closure and cancellation. At the same time, we worked with partners on the Freelands Artist Programme to evolve and expand our support for the 42 participating early career artists, developing virtual crits and studio visits, as well extending the programme to safeguard their well-being and to support their further development during this period of uncertainty. In November, MK Gallery won the fifth Freelands Award to celebrate artist Ingrid Pollard in an ambitious exhibition spanning four decades of practice that explores the Black body in the British pastoral imagination. The abrupt closure of art galleries and museums made evident the significant contribution of these spaces to public life across the UK. Many of our most beloved institutions were forced to furlough staff and cancel programmes, as they faced unprecedented financial precarity due to lost audience income. We were proud to support our partners as they navigated these challenges and adapted their work with local communities, from the 24-hour residents’ radio broadcast from the South London Gallery to Open School East’s online Young Associates sessions. Annual Report and Financial Statements The Freelands Foundation Limited ## 11 Chairperson’s Statement 31 December 2020 In addition, we celebrated some new partnerships with grants for exceptional education initiatives that reach beyond existing audiences at Drawing Room and Ikon, and the launch of a five-year partnership with the DCA Print Studio in Dundee. We welcomed three new partnerships with Iniva, New Art Exchange and Create, London on exceptional long-term programmes that I am very excited to see get underway in 2021. These grants represent the first round of a new £3m fund launched in June 2020 for organisations already doing work to address racial inequality through art education. Crucially, we recognise that the work required to challenge intersectional and stubborn systemic issues will not be satisfied by one-off grants. Accordingly, we have made the permanent commitment to allocating 15% of all future grants to programmes that directly target racial inequality in the visual arts. ‘What’s Race Got To Do With It’, New Art Exchange, Nottingham, October 2018 Photo: Reece Straw Annual Report and Financial Statements The Freelands Foundation Limited ## 12 Chairperson’s Statement 31 December 2020 A new Diversity Action Group, chaired by cultural and educational leader Sonita Alleyne OBE, will apply its insight, imagination and expertise to drive and guide our work. Now, nearly halfway into 2021, we all recognise that the challenges facing the sector are far from resolved. As we begin the long recovery from the pandemic and continue to grapple with the unacceptable inequalities embedded within our sector, we remain hopeful about the opportunities for change ahead, with a number of exciting initiatives already underway. In March 2021, we announced a two-year partnership with the Runnymede Trust on a substantial research commission to explore inequality in art education. Through incisive research and practical action-driven recommendations, this landmark initiative aims not only to inform our own future programming, but also raise awareness and drive change throughout the sector. In April, we were pleased to see the first loans allocated by the innovative Arts & Culture Impact Fund, a milestone £23m social philanthropy fund to which we have contributed, which offers cultural organisations access to affordable longterm capital with which to build their own sustainable future. The call is now open for the Creativity Collaboratives, a key recommendation of the 2019 Durham Commission on Creativity and Education, which will put creativity at the heart of schooling across England. This school-led initiative backed by Freelands Foundation and Arts Council England promises to energise teaching and learning for future generations. What we have seen over the last year has been a testament to the imagination, courage and determination of students, teachers, artists, curators and audiences, working together to enable creativity and learning to flourish under highly challenging circumstances. I am thankful that the Foundation was able, in this time of adversity, to recognise quickly our community’s needs, and to be resolute in our commitment to support and empower the sector. Enabled by our recent donation and emboldened by our mission, we expanded the scope of our work by supporting thousands of artists, educators and organisations to inspire diverse communities across the UK. Across the country, the power of culture and creativity has time and time again been demonstrated as a lifeline for people of all ages to affirm our collective humanity. Annual Report and Financial Statements The Freelands Foundation Limited 13 To quote artist Grace Ndiritu, a recipient of the Freelands Foundation Emergency Fund: Chairperson’s Statement 31 December 2020 _We [artists] make an invaluable contribution to everyone’s health and well-being. If it wasn’t for the artists, writers, filmmakers, dancers and musicians of the world and their endless creativity, the lockdown would have been unbearable for the mass population._ It is my hope that our society will emerge from the pandemic with a renewed appreciation for the importance of creativity in all our lives – for our young people’s learning and development, for our well-being and for our collective social conscience. Into this new environment, the Foundation will continue to find ways to accelerate and broaden our impact. We remain committed not only to collaborate with and empower a diverse network of partners across the country, but also to enquire, explore and innovate through research, programmes and other initiatives. We will continue to act with the agility and resolve we have shown over the past year to drive progress, at scale, towards our mission to ensure that everyone, regardless of background or location, can engage their curiosity, selfexpression and imagination through the arts. Elisabeth Murdoch 6 August 2021 Annual Report and Financial Statements The Freelands Foundation Limited ## Objectives and Activities _make_ residency, Freelands Foundation, 2021 Photo: Maria-Alejandra Huicho 15 ## Objectives and Activities Objectives and Activities 31 December 2020 ## Charitable objects The charitable objects of the Freelands Foundation are set out in its Articles of Association and are to advance education, in particular by encouraging public understanding and enjoyment of the arts; and such other charitable purposes for the benefit of the public as the Trustees may from time to time see fit. ## Mission The Freelands Foundation aims to give everyone, regardless of background or location, the chance to take part in creating and enjoying art, by advancing education and empowering teachers; supporting artists and arts organisations across the UK; and commissioning research that explores the value that art and culture bring to society. ‘Creating Connections’, New Art Exchange, Nottingham, 2020 Photo: Tom Morley Annual Report and Financial Statements The Freelands Foundation Limited Values ## 16 Objectives and Activities 31 December 2020 1. Innovative – we do not simply offer financial support but strive to act in a more strategic manner, delivering practical action to create maximum impact in the areas in which we operate 2. Collaborative – we aim to be more than just a grant-giving charity; we work in close partnership with organisations to support projects with clear, achievable goals 3. Facilitating – our role is to help progressive and ambitious arts organisations reach further and achieve more, and we act as an enabler to organisations of all sizes and across all UK regions 4. Provocative – we focus our efforts on delivering highimpact work that provokes thought, debate and, above all, action within the arts ecosystem 5. Engaging – we recognise that the arts must represent and appeal to all facets of society – regardless of people’s background or location – and we seek proactively to support organisations in broadening their engagement within their communities 6. Transformative – we support projects that provoke pronounced, fundamental improvements to the UK arts ecosystem, at an individual, organisational and sectorwide level ## Strategic aims The Foundation has three strategic aims which support its overarching mission: 1. EDUCATION: To give everyone, regardless of background or location, the chance to take part in creating and enjoying art, with a particular focus on empowering teachers and exploring experimental approaches to art education 2. ARTISTS: To support artists and arts organisations across the UK in order to nurture artists’ creativity, enhance their skills, exhibit their work and reach into their communities 3. RESEARCH AND PUBLICATION: To investigate and articulate the value that art and culture bring to society Annual Report and Financial Statements The Freelands Foundation Limited 17 Principal objective for 2020 Objectives and Activities 31 December 2020 The principal objective for the Freelands Foundation in 2020 was to expand and develop its grant-giving, educational and public-facing activities in support of visual art and art education. In addition, the Foundation increased activity to support the sector to navigate the exceptional challenges faced during the COVID-19 pandemic. Accordingly, and enabled by a substantial donation in December 2019, the Foundation made grants totalling £3,799,914 to 27 organisations in 2020, compared to £817,332 to 12 organisations in 2019. The Trustees have due regard to the guidance on public benefit provided by the Charity Commission when setting the strategy and direction of the Foundation and in their decision-making. The main activities undertaken in the year in furtherance of the Foundation’s objectives and public benefit are outlined below. Winner of 2020 Freelands Award, MK Gallery, Milton Keynes Photo: 6a architects Annual Report and Financial Statements The Freelands Foundation Limited ## Achievements and Performance _Hard to be Soft_ , Oona Doherty, 2017 (recipient of Artangel Thinking Time bursary) Photo: Luca Truffarelli ## 19 Achievements and Performance 31 December 2020 ## Achievements and Performance ## Education In 2020, the Foundation spent £748,009 on Education activities, including £304,529 in grants (see p.88). - i. Teachers The clear need for supportive networks for art teachers that has been evident since the beginning of our work was exponentially heightened by the challenges of lockdown learning. The appetite amongst our existing network for peer-driven content, conversation and collaboration saw our ‘offer’ expand to both a public event and new video content each month. Isolated from their students and colleagues, teachers reported finding strength in community and collaboration through our channels, driving us to create and sustain more digital spaces for teachers to develop their ideas and cross-pollinate their experiences. The exceptional circumstances of 2020 forced teachers across the UK to reconsider their approaches. Although challenging for many, the experience of working outside the art classroom provided many with the opportunity to break habits and patterns, and to be open to different ways of teaching art. Teachers had to re-think behaviour patterns and relational dynamics, as students and teachers adapted to remote learning, and resources and materials adapted to at-home contexts were developed and disseminated. ## _Institute of Education_ The 2019/20 cohort of UCL Institute of Education (IOE) PGCE Art and Design teaching students completed their events and workshops at the Foundation in early 2020, working with HATO to develop and design the publication _Must Should Could_ , which looked at the concept of ‘instruction’ in teaching. In March 2020, as lockdown came into force, the group reconsidered their plans for Annual Report and Financial Statements The Freelands Foundation Limited 20 Achievements and Performance 31 December 2020 an exhibition, working instead to deliver a virtual show that incorporated both digital documentation of formal works and new digital works created for the platform. To date, the page has received 997 visitors. The 2020/21 cohort started in September 2020, in the context of widespread COVID-19 restrictions, and used the new structures of pandemic working as an opportunity to reconsider the format of the project. Rather than work toward an exhibition outcome, the group explored the theme of ‘discussion’ in workshops in the autumn 2020 term. As of spring 2021, they are working towards a publication centred around these conversations, which will take the form of an expanded discussion around remote teaching, which will be launched at the Institute of Education with a small exhibition in June 2021. _Must Should Could_ , virtual exhibition, 2020 Annual Report and Financial Statements The Freelands Foundation Limited 21 ## _ARTISTEACHER_ Achievements and Performance 31 December 2020 Launched in 2019 as half-termly discussions around the relationship between teaching art and being an artist, this forum for teachers has blossomed over 2020. In January 2020, in the exhibition _Where We Work,_ the teachers shared photographs and texts that illuminated the literal and metaphorical spaces of making and creative reflection that they carved out around and alongside their teaching work. This exhibition was open at the Freelands Foundation gallery from 16 to 19 January and attended by 134 visitors. After sessions in January and March 2020, the group was no longer able to meet in person at the Foundation. The Foundation hosted its first Zoom session on 5 May 2020, and welcomed 27 attendants, including participants from outside London. Against a backdrop of shifting possibilities for teachers throughout the summer and autumn, the Education team worked with Andy Ash (Senior Lecturer, UCL/IOE) and Kate Thackara (Head of Art, Lady Margaret School, Parsons Green, London and an alumnus of UCL/IOE), to develop a new format in response to the growing interest in the group and the altered possibilities of an online context. The group provided space and a platform for participant-driven conversations, rather than didactic programming, and considered how to include a plurality of voices. From December 2020, the group was re-launched with monthly sessions, which focussed alternately on discussions around teaching as an artistic practice and developing innovative approaches to teaching art. The first event in this new series was attended by 54 teachers, with a geographical spread of participants joining from across the four nations of the UK as well as Russia, Canada and South America. The network newsletter currently has over 400 subscribers, with 1,000 followers to the @_artisteacher_ Instagram account. Annual Report and Financial Statements The Freelands Foundation Limited 22 _SHIFT_ Achievements and Performance 31 December 2020 During summer 2020, we considered how best to sustain ARTISTEACHER discussions and to support teachers and educators over the holiday break. We launched _SHIFT_ , a series of five short videos broadcast via Instagram TV, which gave a weekly platform to interesting voices from the art education field to present short provocations. This enabled us to respond to fast-changing language, and to discuss pressing issues, including how to teach in a pandemic and how to respond to the Black Lives Matter protests. Following the success of this pilot, SHIFT launched as an ongoing monthly series in November 2020, with the remit to share diverse voices from the broader art education context (as well as teachers) and to provoke innovative ideas around art teaching. In November, artist teacher Lisa-Marie Dickinson and PhD researcher Hannie Phillips reflected on the importance of vocabulary and language around making and thinking about art in a short video. In the December video, artist teachers Jose Campos and Oliver Herbert discussed their experience of teaching in lockdown and the impact the year has had on their approach to teaching. ## ii. Schools Schools across the UK saw a major upheaval in 2020, as the pandemic forced teachers and students to establish ways of remote learning for the first time ever. The widely reported challenges for young people, families, teachers and school leaders raised questions about how art could and should be taught, and the Education team developed new ways of working remotely, including virtual sessions, posted resources and outdoor workshops. At the same time, the team started to research how the Foundation can enable students and teachers to enjoy art education that explores the full richness of visual culture and reflects the diversity of backgrounds embodied by today’s school students. ## _Associate Artists Project_ For the third Associate Artist placement, we worked with artist Sean Roy Parker and Deborah Britton Field (Artist Teacher, Haberdashers’ Aske’s Borough Academy, Annual Report and Financial Statements The Freelands Foundation Limited ## 23 Achievements and Performance 31 December 2020 London) to develop a project around the themes of community and sustainability. The project started in late 2019, with plans adapted regularly throughout 2020 to enable collaboration between the artists and students through remote working. As Associate Artist, Parker ran a series of online workshops, organised practical sessions with the students at the school and produced a zine, manifesto and film that explored ideas for developing an eco-responsive curriculum, as well as a textile piece that was displayed in the school. ## _Primary School Resources_ Newly appointed Head of Education, Vicky Carmichael, built a relationship with St Paul’s Primary School, Camden, with the ambition to explore potential for future associate artist partnerships with primary schools. As the school adapted to remote teaching, the Foundation partnered with nine artists to develop nine original resources for the school to support remote learning, which were subsequently made available to all, free online. ## iii. Art students and art schools Higher education was radically disrupted by the pandemic, with students confined to accommodation or returning home, in-person teaching cancelled, studio facilities closed, degree shows cancelled and lecturers struggling to hold crits and assessments online. In this context, our commitment to learning through making and conversation between students around the UK was galvanised, and we worked to support opportunities for these as far as possible. ## _Freelands Painting Prize_ For the inaugural edition of the Freelands Painting Prize, every further education organisation in the UK was invited to nominate a final year student. Of 37 nominations, eight winners were selected by a jury and announced in May 2020: Lewis Deeney, Charlotte Guérard, Michael Hanrahan, Georgina Harris, Fischer Mustin, Stuart Rayner, Jack Whitelock and Anna Woodward. Creative Director, Henry Ward, edited a new publication compiling their work, with a guest essay by art critic Ben Street (who had been one of the judges, alongside Elisabeth Murdoch, Liz Gilmore (Director, Hastings Contemporary) and the painter, Claire Woods), Annual Report and Financial Statements The Freelands Foundation Limited 24 Achievements and Performance 31 December 2020 to accompany a group exhibition of the eight winning paintings at the Freelands Foundation gallery from 1 October to 20 December 2020, which was attended by 395 visitors. The show, which was one of the few physical exhibition opportunities for graduates in a year when many degree shows were cancelled, was well received. The winners have gone on to secure residencies and opportunities across the UK. For the second edition of the prize in 2021, the Foundation engaged a greater number of applicants (48), and was able, through the application process, to begin to analyse the diversity of students on painting courses, as well as those who have been nominated for and won prizes. ## _Freelands Painting Fellowship_ The Fellowship programme started in January 2021 when Will Kendrick, Catherine Parsonage and Jess Power began their placements at the University of Brighton, Bath Spa University and Manchester Metropolitan University respectively. Originally planned for September 2020, these 12-month placements will straddle two _Freelands Painting Prize 2020_ , installation view, Freelands Foundation, 2020 Photo: Damian Griffiths Annual Report and Financial Statements The Freelands Foundation Limited 25 Achievements and Performance 31 December 2020 academic years. The three artists have already made a significant impact at their respective host organisations, organising online events for students across the sites. ## iv. Organisations and communities Art galleries and museums across the country were forced to close for much of 2020 and were sorely missed by individuals and communities. Many of our most valued public institutions faced unprecedented financial precarity due to lost visitor income, seeing staff furloughed and programmes cancelled. ## _South London Gallery ‘Open Plan’_ _Open Plan_ is a ground-breaking programme of work with artists and residents on neighbouring housing estates, vastly transforming and enhancing the dialogue between the gallery and the local community, including Art Block, a space for young people to make and encounter art on the Sceaux Gardens Estate. Following a three-year grant to support the programme from 2016 to 2019, the Foundation made a further five-year commitment to _Open Plan_ with a grant of £684,325.00: the first payment of £120,057 was made in February 2020. After the closure of the South London Gallery and Art Block in March 2020, _Open Plan_ activities continued through 200 activity packs posted to local families. In August, the summer commission took the form of a 24-hour radio broadcast via Resonance FM for and with residents, which was listened to by 8,440 people. ## _Open School East – Young Associates Programme_ Launched in 2019, the Young Associates Programme (YAP) is a ten-month-long, free and accredited programme that offers a high-quality pathway for young people aged 16 to 18 with artistic aspirations towards a creative career and/or higher education. The YAP works specifically with young people in Margate and Thanet in Kent who experience disadvantage and/or disenfranchisement from mainstream education. The second cohort of 14 participants began in September 2020. Funded by Freelands Foundation over the first three years, a second instalment of £34,812 was paid to Open School East in July 2020. Annual Report and Financial Statements The Freelands Foundation Limited 26 _Drawing Room – ROCK PAPER SCISSORS_ Achievements and Performance 31 December 2020 A new three-year grant of £294,123 funds the development and delivery of _ROCK PAPER SCISSORS_ (2020–23), Drawing Room’s ambitious education, learning and engagement programme aimed at primary school children in the richly multicultural London Borough of Southwark. Through a holistic range of after-school clubs, postal projects, in-school collaborations, teachers’ assemblies, family studio sessions and holiday projects, _ROCK PAPER SCISSORS_ encourages creative risk, experimentation and child-led learning through drawing, while engaging and working with local children and their families, schools, teachers, educators and artists. The after-school club focuses on local families who may be experiencing socioeconomic exclusion and/or challenges with childcare. Ikon Youth Programme family workshop onboard _Slow Boat,_ April 2018 Annual Report and Financial Statements The Freelands Foundation Limited 27 Achievements and Performance 31 December 2020 The programme will culminate in a symposium and a set of publications that will be distributed to all London primary schools as a form of educational activism, seeking to invigorate drawing practice in Key Stage 1 and 2 and bring positive change to thousands of children across the city. ## _Ikon – Slow Boat_ Freelands Foundation has committed to support Ikon, Birmingham with a three-year grant to develop its alternative arts curriculum delivered from a canal boat as it navigates the West Midlands’ waterways. Ikon Youth Programme (IYP) steers these activities, which include partnerships with art schools and venues in Birmingham, Wolverhampton and Coventry. The programme will introduce participants to arts facilities and different types of craft, helping them to develop their technical knowledge and creative ideas. The Foundation has committed a threeyear grant of £304,782 to support the programme. Following delays due to the pandemic, _Slow Boat_ will be launched in July 2021. An interim grant of £16,000 was awarded in July 2020 to sustain the Ikon Youth Programme remotely and to prepare the boat for launch. ## _Turner Contemporary – O Dreamland_ Following the award of £479,899 in funding for _O Dreamland_ in 2019, a major new project in collaboration with Margate residents, including new artists’ commissions and a film by acclaimed filmmaker Clio Barnard, planning and development were paused in early 2020 due to the furlough of Turner Contemporary staff during the COVID-19 lockdown. In autumn 2020, staff were able to return to work and three community consultations took place. Activities are expected to pick up in 2021, including the recruitment of a group of Emerging Producers, young people aged between 18 and 25, who face a lack of opportunities in the local area and who will receive paid training, mentoring and career development to equip them for participation in the creative industries. Annual Report and Financial Statements The Freelands Foundation Limited 28 v. Education Steering Group Achievements and Performance 31 December 2020 The Education Steering Group was established alongside the Diversity Action Group as part of the Foundation’s reconsidered advisory structure. Its objective is to provide a forum for conversation around diversity and art education, and to give oxygen to ideas that can inspire and inform the development of our education programme. The group comprising Henry Ward (Chair), artist and curator Barby Asante, educationalist and artist Paul Dash, curator Renee Odjidja, artist Harold Offeh and art teacher Nkuli Hepburn Zikalala met for the first time in November 2020. Sceaux Gardens Estate resident Zakia Mohamadi in conversation with Harold Offeh, August 2020 Photo: Andy Stagg. Courtesy South London Gallery Annual Report and Financial Statements The Freelands Foundation Limited ## 29 Achievements and Performance 31 December 2020 ## Artists and Art Organisations In 2020, the Foundation spent £4,769,407 on Artists and Arts Organisations, including £3,495,385 in grants (see p.88). - i. Artists and creative professionals 2020 was an exceptionally challenging year for artists and practitioners, facing economic precarity in the face of cancelled exhibitions, residencies, events and commissions. In addition to isolation and uncertainty, the year posed a serious threat to the very survival of many creative practices at the heart of our sector. ## _COVID-19 Emergency Funds_ In May 2020, the Foundation committed a total of £3m in emergency funds to support artists and freelance creative practitioners in urgent need of financial support due to the COVID-19 pandemic across the four nations of the UK. We partnered with a-n (The Artists Information Company) to set up a £1.5m Freelands Foundation Emergency Fund, which distributed hardship grants of between £1.5 to £2.5k to 627 artists and visual art freelancers. In addition, the Foundation contributed £1m to the Creative Scotland Bridging Bursary, which distributed 1,633 hardship grants to creative freelancers, of whom 419 worked primarily in the visual arts. Lastly, £500k was given to the Arts Council of Wales’ Urgent Response Fund for Individuals, which awarded grants to 407 individuals, including 178 working primarily in the visual arts. A total of 2,667 artists and freelancers received hardship grants from these funds. Artist Lucy Day sat on the selection panel for the Freelands Foundation Emergency Fund: _COVID-19 continues to present huge challenges, personally and collectively, locally, nationally and globally. In the midst of this it was a privilege, and humbling, to be on the selection panel for this fund. We heard of heartbreak and courage against terrible odds. What shone through was a strong sense of the power of creativity to support individuals and communities during this time._ Annual Report and Financial Statements The Freelands Foundation Limited 30 ## _Artangel ‘Thinking Time’_ Achievements and Performance 31 December 2020 Freelands Foundation contributed £67,000 to a special initiative by the UK-based commissioning charity Artangel to support early-career artists to research, reflect and develop their ideas during the lockdown. In this state of suspension, which saw production stalled and arts institutions around the world forced to close, the programme aimed to nourish the power and importance of imagination. Between 14 May and 14 November 2020, 20 artists living and working in the UK received £5,000 to have some dedicated ‘thinking time’, as well as mentoring and support from Artangel. The artists, aged in their twenties, thirties and forties and working across the mediums of performance, poetry, choreography, music, video and installation, were selected by a wide range of curators, artist and producers. Artist, Dame Rachel Whiteread, quoted in _The Guardian_ , said of the scheme: _Visual artists are struggling to produce work and concentrate on projects along with the rest of the population... This gives hope. It’s not just about money, it is someone putting faith in you in these incredibly uncertain times._ ## _Cove Park ‘Crisis Residency’_ Freelands Foundation awarded a grant of £32,500 to Cove Park for the Crisis Residency Programme, devised in response to the ongoing COVID-19 crisis to support early career visual artists based in Scotland. By offering essential time, space and financial support, the scheme enabled 11 participating artists to reconnect with their practices, focus upon current and new projects without distraction and share ideas and experiences with peers from a wide range of backgrounds. ## _Freelands Artist Programme_ The Freelands Artist Programme is a five-year visual arts programme that champions emerging talent across the UK. Each year, four national partner institutions – PS², Belfast; g39, Cardiff; Site Gallery, Sheffield and Talbot Rice Gallery, Edinburgh – welcome a cohort of 20 locallybased artists or collectives for a two-year programme of mentoring, support and development. Annual Report and Financial Statements The Freelands Foundation Limited ## 31 Achievements and Performance 31 December 2020 The £1.5m initiative is designed to support and grow regional arts ecosystems by fostering long-term relationships and collaborations between emerging artists and arts organisations across the UK. The first two cohorts of artists began 2020 with a busy programme planned by their partner galleries and respective curators Edward Ball and Catriona Whiteford. However, as lockdown came into force in March, the programme was reconfigured to take place online with virtual studio visits, crits and workshops, working closely to support the artists according to their varied needs during the challenging situation. A one-off three-month paid ‘COVID-19’ extension was incorporated into the programme, to give the artists the time and space to navigate the challenges of the pandemic and to allow them to get as much as possible from the programme, at an additional cost of £81,800. Edward Ball worked during 2020 to conceive and produce _Old Land New Waters_ , a substantial new publication featuring original writing on each of the Cohort One artists’ practices, as well as contributions relating to the host organisations, their environs and the 2019 symposium in Sheffield. He then embarked on research and planning for the cumulative two-part exhibition of the artists’ work in the Freelands Foundation gallery, which opened in March 2021. In November 2020, Catriona Whiteford hosted the programme’s first online symposium across five days, bringing together performances, discussions, video and sound works via Zoom. Titled, _The Skies Will Rearrange Themselves_ , participants engaged in a series of discussions exploring interconnected approaches and models of artistic practice alongside institutional programming; with some sessions open to the public. Meghan Goodeve was appointed to the new permanent post of Freelands Artist Programme Leader at the end of 2020, and began working in January 2021. She oversees the partnership across the four organisations, bringing together a central programme for the artists from across the project’s diverse locations and cohorts. She also takes on the responsibility of leading the Freelands Artist Programme team, managing the Freelands Artist Programme Curators and working Annual Report and Financial Statements The Freelands Foundation Limited 32 Achievements and Performance 31 December 2020 closely with the Creative Director to build the strategic direction of the Foundation’s future work in supporting emerging artists. ## _DCA Print Studio_ In 2020, the Foundation awarded a five-year grant of £765,703 to support, in its entirety, the ongoing work of Dundee Contemporary Arts (DCA) Print Studio, one of the core activities at DCA and a central aspect of its programme. Given the onset of the pandemic and the constantly evolving situation for the organisation, a further grant of £15,440 was approved in September 2020. The additional funding was allocated to ensure the Print Studio is a COVID-19 safe space for its members and users, adapting it in accordance with Scotland’s health and safety requirements. With this grant, DCA Print Studio, which is part of a wider network of Scottish production facilities, will continue to provide open-access production facilities to artists at all DCA Print Studio, 2020 Photo: Erika Stevenson Annual Report and Financial Statements The Freelands Foundation Limited 33 Achievements and Performance 31 December 2020 stages in their practice, to offer tuition and workshops on a range of printmaking techniques for all levels and abilities and to support creative research and PhD residencies. The first two payments made in 2020 total £93,035. ## _Freelands Gasworks Partnership_ The Freelands Gasworks Partnership is a programme for emerging artists based outside London, which combines a three-month residency with a solo exhibition at Gasworks, as well as a further iteration at another UK organisation. Following her 2019 residency, the fourth participating artist, Lauren Gault, presented her solo exhibition – _C I T H R A_ – at Gasworks from 22 January to 23 March 2020. Born in Northern Ireland and based in Glasgow, this was her first London solo exhibition and was attended by 1,977 people. The sculpture-based installation will travel to The Tetley in Leeds for exhibition in 2021. In April 2021, the Belfast-based artist Bassam Al-Sabah started the fifth residency in the programme, working towards a public exhibition in summer 2021. ## _Camden Art Centre ‘Freelands Lomax Ceramics Fellowship’_ Berlin-based artist Jesse Darling started their residency as the third Freelands Lomax Ceramics fellow in January 2020; however, they were unable to travel to London to participate in the programme due to the pandemic. The Foundation agreed an additional grant of £65,000 to Camden Art Centre to extend the fellowship programme by an extra fourth year; thereby enabling London-based artist Phoebe Collings-James to take up the residency in October 2020, followed by an exhibition in autumn 2021. Jesse will resume their residency in June 2021 and their Camden Art Centre exhibition is planned to open in April 2022. Annual Report and Financial Statements The Freelands Foundation Limited 34 _Freelands Award Year 5_ Achievements and Performance 31 December 2020 MK Gallery in Milton Keynes was awarded the fifth Freelands Award, an annual £100,000 grant to present a solo exhibition by artist Ingrid Pollard including significant new work. The show, which will take place across MK Gallery’s galleries in 2022, will be the first major survey of Pollard’s practice, which explores different perspectives on the human figure as it passes through landscape, history and printed material, using photography, film, collage, sculpture and installation. The announcement in November 2020 was accompanied by an online event that brought together three previous winners of the Award: Jacqueline Donachie, Veronica Ryan and Hannah Starkey. The conversation was chaired by Dr Kate McMillan, author of our annual ‘Representation of Female Artists’ report, which was launched the same week with a conversation with contributing writers Jennifer Higgie and Hettie Judah. Ingrid Pollard said of the award, ‘This will be a transformative opportunity for me to develop my practice and to reach much wider audiences and critical attention.’ The exhibitions of previous winners Hannah Starkey at The Hepworth Wakefield and Veronica Ryan at Spike Island in Bristol were both deferred from 2020, due to the closure of the institutions, caused by COVID-19. Veronica Ryan’s _Along a Spectrum_ opened in May 2021. ## ii. Addressing racial inequality in visual art In June 2020, the Foundation committed £3m in immediate grants for organisations already working to address racial inequality through art education, and in November 2020 we announced the first round of these grants, a total of £1.27m that will be distributed from early 2021. Create London will receive £270k, over two years, to deliver an education and engagement programme celebrating and honouring the Windrush Generation with schools and community groups in close partnership with Hackney Council, to complement the borough’s two new major public artworks by artists Thomas J Price and Veronica Ryan. Annual Report and Financial Statements The Freelands Foundation Limited 35 Achievements and Performance 31 December 2020 Iniva will receive £500k over three years to transform their unique learning programme, centred around the invigoration of the Stuart Hall Library, a unique collection of books, artist and curatorial archives related to Black British Arts movements. New Art Exchange will receive £500k over three years to draw on the legacy of community activism in Nottingham to launch the innovative ‘Power to Change’ programme, working with young people and adults to support community empowerment and talent development. ## Research In 2020, the Foundation spent £213,508 on Research (see p.88). i. ‘Representation of Female Artists in Britain During 2019’ The fifth report into the representation of women artists was launched in November 2020. Written by Dr Kate McMillan, the report contained new data relating to gender ratios in five national art collections, as well as Christie’s Contemporary Art Evening Sales and statistics on the gender of students studying Art and Design subjects at GCSE and A level. This allowed us to map the shifts in gender representation: while 74% of Art A level students were women, only a fifth of the deceased estates represented by major commercial galleries were women. In addition, two original essays were commissioned to supplement the quantitative analysis. Jennifer Higgie explored the visibility of women in art history, a subject she has championed as editor-at-large of _frieze_ , host of the podcast _Bow Down_ , and author of _The Mirror and the Palette_ (2021). Hettie Judah interviewed over 60 artists for her essay ‘Full, Messy and Beautiful’, which explored the impact of motherhood on artists’ careers. The three contributors spoke at an online launch event for the report, which was attended by 139 viewers. The report was covered in _The Guardian, The Financial Times_ and _The Art Newspaper._ Annual Report and Financial Statements The Freelands Foundation Limited 36 _Public Programme_ ## i. Gallery Achievements and Performance 31 December 2020 2020 began with the final weeks of the group exhibition _The Coming Community_ , which closed on 12 January after welcoming 303 viewers. Curated by Freelands Artist Programme Curator Edward Ball, the show explored the Freelands Artist Programme Curator’s research into concepts of ‘communities’ through works by artists Grace Ndiritu, Andrea Zittel and the Karrabing Film Collective. The next exhibition of the year was the pop-up exhibition _Where We Work_ (16–19 January) in which members of our ARTISTEACHER forum presented photographs and texts that portrayed the literal and metaphorical spaces in which they practise art alongside their teaching. The show provoked discussions around the relationship between practising and teaching art, the central interest of the group, and was attended by 134 visitors. _The Coming Community,_ installation view, Freelands Foundation gallery, 2019–20 Photo: Damian Griffiths Annual Report and Financial Statements The Freelands Foundation Limited 37 Achievements and Performance 31 December 2020 Next, _There, where we promenade_ exercised the curatorial approach of Freelands Artist Programme Curator Catriona Whiteford. This group exhibition brought together works by Etel Adnan, Susan Aldworth, Rachel Kneebone and Leonor Serrano Rivas to explore the ‘pedagogies of sleep’ and the boundaries between conscious and subconscious states. The exhibition opened on 24 January and was scheduled to run to 29 March, but ended early after the Foundation took the decision to close its public spaces on 12 March in order to safeguard its staff and visitors. A total of 479 people attended the exhibition in person, and a scan of the exhibition made by The Net Gallery was uploaded to the website and received 1,447 views. In March 2020, the fourth cohort of trainee art teachers participating in our ongoing partnership with the Institute of Education (IOE) were preparing their exhibition _Must Should Could_ . When all galleries closed for the foreseeable future due to the nationwide lockdown, the group worked with designers HATO to create an innovative digital exhibition, which included a CGI gallery space that hosted a combination of documentation of existing works and new digital artworks. The exhibition was ‘open’ online from 15 May to 2 September and received 1,457 views. In September 2020, as restrictions eased, we were delighted to be able to install the eight winning paintings of the inaugural Freelands Painting Prize in the Freelands Foundation gallery. Many of the students, who attend art schools across the country, from Dundee to Plymouth, had been unable to exhibit in a degree show in the summer, and so the exhibition offered a moment of celebration, highlighting the strength and diversity of painting being practised in universities across the UK. The show was accompanied by a digital scan on our website and was visited by 395 people between 1 October and 20 December. We celebrated the opening with an online talk with four of the winning painters on 30 September. The online version had 1,321 views. The second exhibition by Freelands Artist Programme Curator Catriona Whiteford, which was planned for late 2020, looked at the practices of artists Lisa Brice, Lili Dujourie and Asta Gröting. However, as the year progressed and a second lockdown seemed inevitable, we reconsidered the exhibition format, and thought through alternative ways to share Catriona’s vision with Annual Report and Financial Statements The Freelands Foundation Limited ## 38 Achievements and Performance 31 December 2020 audiences. Given the tactility and intimacy of the artistic practices, an experimental publication presented a natural vessel for the project and provided a platform for Catriona’s art writing, alongside interpretation of the artists’ works. The publication, _Tender Mercies_ , will be printed in summer 2021, and includes a new educational ‘Endnote’ of provocations and exercises in response to the artworks in the book. ## ii. Events The necessity of presenting events virtually using online platforms had the unforeseen but exciting consequence of expanding our audience, as those from different parts of the UK and with different commitments were able to dial in remotely or watch recordings at a later time. This included two online talks growing from the ‘Fully Awake’ painting series, in which painters and painting teachers from across the UK came together to discuss ideas, including intergenerational influences and ‘lost’ art schools. We were also able to make elements of the week-long Freelands Artist Programme symposium in November open to the public for the first time, which brought a new dimension to the event. Finally, the talks hosted by Dr Kate McMillan around the launch of the ‘Female Artists’ report created a conversation and generated interest around its release that was reflected in a greater take-up of the report online. As we approach the midway point of 2021 and see the gradual relaxation of restrictions, we continue to programme online events and are considering how to retain the advantages of virtual programming in a blended virtual/in-person programme in the future. ## iii. Digital Engagement In May 2020, we launched a new website with greater capacity to reach wider audiences, share resources and provide clear information about our work. Planning and development with designers HATO had been underway since December 2019 and included the possibility of embedding more resources as PDF, audio and video content, as well as providing a clearer, more engaging user journey. The completion of this project was fortuitously timed, as our digital presence became Annual Report and Financial Statements The Freelands Foundation Limited ## 39 Achievements and Performance 31 December 2020 central to our work in 2020. As more and more of our programming moved online, the new website has helped us build and share digital content across all our work. In June 2020, we distributed the first edition of _FOCUS_ , a new quarterly online journal to shine a light on lessvisible areas of the Foundation’s work, edited by Creative Assistant Nancy Dewe Matthews. The first issue looked at the collaborative making process of the publication _Must Should Could_ , with behind-the-scenes images and layouts, and interviews with students and designers. The second issue focussed on Open School East’s Young Associates, featuring conversations with participants and tutors in relation to their navigation of the summer programme online and in a socially-distanced manner. A third issue in March 2021 included a studio visit interview with artist Veronica Ryan in advance of her Freelands Award exhibition. Following the positive reception of the first three issues, we have uploaded the e-journals to our website, and plan to make hard copies available for the public in our Reading Room. Freelands Foundation Reading Room Photo: Damian Griffiths Annual Report and Financial Statements The Freelands Foundation Limited ## 40 Achievements and Performance 31 December 2020 a-n the artists information company Art UK Artangel Arts Council of Wales Bath Spa University Camden Art Centre, London Cove Park, Argyll & Bute Create London, Hackney Creative Scotland DCA, Dundee ## Grantees and Partners in 2020 Modern Art Oxford Talbot Rice Gallery, New Art Exchange, Edinburgh Nottingham The Hepworth, Wakefield Nottingham Contemporary The Whitworth, Manchester Open School East, Margate Towner Eastbourne PS², Belfast Turner Contemporary, Site Gallery, Sheffield Margate Somerset House, London UCL Institute of Education, South London Gallery London Spike Island, Bristol University of Brighton St Paul’s Primary School, Camden, London Drawing Room, London Firstsite, Colchester g39, Cardiff Gasworks, London Haberdashers’ Aske’s Borough Academy, London Ikon Gallery, Birmingham Iniva, London Manchester Metropolitan University MK Gallery, Milton Keynes Annual Report and Financial Statements The Freelands Foundation Limited ## New Plans for Future Periods Open School East Young Associates Programme, summer 2020 42 ## New Plans for Future Periods New Plans for Future Periods 31 December 2020 We entered 2021 in another nationwide lockdown, before the announcement of a Government roadmap in March allowed galleries and organisations to work towards reopening on 17 May. ## Building work This period was an opportune phase to undertake building work on our gallery space at 113 Regent’s Park Road. These modifications have expanded the capacity of the space for exhibitions and events, and increased its flexibility for different types of programming, including workshops, residencies and other activities. It also provides a permanent street-front reception and Reading Room, which allow us to engage with the public between exhibitions, and to host publications, research, films and other materials that platform our wider work across the UK. ## Advisory structure In addition, the first months of the year saw (virtual) meetings of our newly considered advisory structure. In order to embed diverse lived experiences and expertise across our work, we created two new groups – the Diversity Action Group and the Education Steering Group. In February and March 2021, the groups convened to discuss the challenges and racial inequalities in the visual art and art education systems, and to start to consider how they could support the Foundation to address these, through thinking and funding programmes and partnerships. ## i. Diversity Action Group The Diversity Action Group is chaired by the cultural and educational leader Sonita Alleyne OBE and includes artist John Akomfrah, Melanie Keen (Director, Wellcome Collection) and cultural entrepreneur Sade Banks, who apply their insight, imagination and expertise to drive the Foundation’s work in diversity, inclusion and equity, alongside Foundation representative Rachel Cass. Annual Report and Financial Statements The Freelands Foundation Limited 43 New Plans for Future Periods 31 December 2020 The group’s immediate focus is to consider the next round of grants made as part of the Foundation’s commitment to distribute £3m to organisations already working to address racial inequality in visual arts. ## ii. Education Steering Group The Education Steering Group will support the development of our education programme, bringing together artists, teachers, curators and educationalists of different generations, including Barby Asante, Paul Dash, Renee Odjidja, Harold Offeh and Nkuli Hepburn Zikalala and is chaired by Freelands Foundation Creative Director Henry Ward. ## iii. Main Advisory Committee In addition, Sonita Alleyne and Harold Offeh joined the Main Advisory Committee, in order to ensure connectivity between the groups, alongside two new advisors: Robert Cove Park artists residency centre, July 2019 Photo: Alan Dimmick Annual Report and Financial Statements The Freelands Foundation Limited ## 44 New Plans for Future Periods 31 December 2020 Leckie (Director, Spike Island, Bristol) and Ralph Rugoff (Director, Hayward Gallery London). Independent curator Jenni Lomax will continue to participate in the group, ensuring continuity alongside the fresh perspectives of new members. After several years of dedicated support and guidance to the Foundation, Teresa Gleadowe, Fiona Bradley and Dawn Airey retired as Advisors. ## Runnymede Trust partnership In March 2021, we announced our two-year partnership with the Runnymede Trust on a major research commission to look in depth at the factors around inequality of access to visual arts for Black, Asian and ethnically diverse students in the UK. The UK’s leading race equality think tank will deliver a groundbreaking research programme that will span from early engagement in schools to the diversity of the professional sector. The commission will consider the importance of both opportunity and aspiration in art education, asking whether young people in the UK see their diversity reflected in the art industry and how this shapes their engagement with visual culture. A sector-wide review published in autumn 2021 will map the representation of Black, Asian and ethnically diverse artists, curators and organisational leadership. Following this, an in-depth investigation into art education in secondary schools will gather new data around racial inequalities among students and teachers and within the curriculum. The commission will measure and analyse access to art education across different ethnic groups, with an intersectional approach to the research. A largescale consultation with art teachers, academic leaders, exam boards, students, artists and cultural organisations across the country will identify the challenges and obstacles for non-white students. The research will focus in particular on Key Stage 3 and 4 (ages 11 to 16 years), to capture the transition from compulsory to elective art education. Existing information points to the importance of early engagement at secondary school level, as by A level, Black and Asian students select art courses at less than half the rate of their white counterparts. Annual Report and Financial Statements The Freelands Foundation Limited ## 45 New Plans for Future Periods 31 December 2020 The final report will include a clear set of guidelines, recommendations and plans for teaching and training resources, with the aim of empowering arts and education organisations to enact long-term structural changes towards greater inclusion. ## University of Nottingham research programme 2021 will also see a significant three-year research programme get underway with the University of Nottingham, under the direction of Professor Pat Thomson, which will look at how art is taught in British primary schools. The project, entitled ‘Arts Education and Creativity in Schools’ will examine different methods and subjects of art teaching, as well as exploring the value that creative learning brings to children and their families. ## Art UK’s visual literacy resource Following the successful pilot, in 2021, of Art UK’s unique visual literacy resource for seven to 11-year-olds, _The Superpower of Looking_ was awarded a grant for the second phase of the project to develop further resources to support primary school teachers to deliver aspects of the Key Stage 2 Art & Design curriculum. Schools located in the London Borough of Brent and Aberdeenshire in Scotland will participate in the programme. ## Reading University partnership Our interest in establishing a greater focus on primary education has also informed a new partnership with Reading University, and their unique Primary Education BA art and design specialism. Students received ‘take away’ packs designed by artist teachers Oliver Herbert and Jose Campos, containing materials and instructions to promote ideas and discussions between the group, as they prepare to return to their on-site studios. When travel allows, we hope to continue to expand our engagement with PGCE courses across the UK, through talks and programmes that support and encourage emerging art teachers. ## Freelands Painting Fellowship The launch of the Freelands Painting Fellowship saw artists Will Kendrick, Catherine Parsonage and Jess Power embark on Annual Report and Financial Statements The Freelands Foundation Limited ## 46 New Plans for Future Periods 31 December 2020 their 12-month placements at University of Brighton, Bath Spa University and Manchester Metropolitan University, respectively. Delayed until January 2021, at which point the Fellows could access university buildings and engage with returning students, the three artists have already made a significant impact at their respective host organisations, by organising online events for students across the sites. ## Freelands Painting Prize Meanwhile, the 2021 Freelands Painting Prize opened for submissions in January, with 48 applications made by universities the length and breadth of the UK. Judges, artist Matthew Krishanu, writer Jennifer Higgie, Ralph Rugoff (Director, Hayward Gallery) and Joe Hill (Director, Towner Eastbourne), selected ten varied winning works, which were announced in May 2021. The winning paintings will feature in an exhibition at the Freelands Foundation gallery in autumn 2021, which will be accompanied by a new publication with an essay written by Jennifer Higgie. ## Freelands Artist Programme The third cohort of the Freelands Artist Programme (FAP) started their two-year programme in January 2021, under the guidance of new FAP Leader Meghan Goodeve, who will work to strengthen connections across the whole programme, as well as contribute to strategic planning for the future. Her first months have seen the introduction of a cross-programme online talks series looking in depth at ideas and issues identified by the participating artists. A dedicated third FAP Curator will be appointed in autumn 2021 to work closely with that cohort, supporting their development and building towards their final exhibition and publication in autumn 2021. Meanwhile, the first FAP cohort enjoyed the final three months of their programme, which was extended from September to December 2020 to allow them to fully engage in the programme despite the pandemic. The publication _Old Land New Waters_ was published in February 2021, alongside an online launch event, which included performances, readings, and talks by the participating artists. Written by FAP Curator Edward Ball, this extensive book brings together thoughtful writing on the practices of each of the 20 artists, as well as additional texts illuminating the four host cities and organisations and the Sheffield 2019 symposium. Annual Report and Financial Statements The Freelands Foundation Limited ## 47 New Plans for Future Periods 31 December 2020 In March 2021, the exhibition _Quicksilver_ was installed in the Freelands Foundation gallery and digitally scanned for online viewing. This was the first of two exhibitions to present the work of the first cohort of the FAP. It included sculpture, painting, text, installation and moving image, including new commissions, and explored works ‘that shapeshift … that appear caught between different states, in the process of material transformation’. Following the Government’s Roadmap plans to reopen nonprofit galleries on 17 May, the exhibition was extended to allow in-person visits until it closed on 31 May. A second exhibition, _Undertow_ , was open to the public from 17 June to 4 July and presented works by the remaining eight artists from Cohort One. ## Arts & Culture Impact Fund Nesta’s ambitious and innovative £23m Arts & Culture Impact Fund was launched in March 2020 to enable sustainable, longterm, affordable capital for arts and culture organisations across the UK. Arts and culture organisations can apply for financing between £150k and £1m, repayable at affordable interest rates over a period of up to ten years. The consortium brings together partners including Arts Council England, The National Lottery Heritage Fund, Bank of America, Big Society Capital, Esmée Fairbairn Foundation and Nesta. Freelands Foundation has committed £3m to this initiative, the first capital call of which is expected in December 2021. ## ACE Creativity Collaboratives The launch of the ACE Creativity Collaboratives, one of the key recommendations of the 2019 Durham Commission, was postponed from September 2020 in light of school closures and the unprecedented pressures on teachers and schools. This school-led programme aims to establish the conditions for nurturing creativity in the classroom, and in its three-year pilot phase will comprise a national network of a minimum of eight Creativity Collaboratives: local networks centred around ‘lead schools’, of which three will be funded by Freelands Foundation at a total cost of £1,080,000. The call-out for lead schools to apply was scheduled for May 2021 and the programme is now scheduled to start in September 2021. Annual Report and Financial Statements The Freelands Foundation Limited ## 48 New Plans for Future Periods 31 December 2020 The Trustees’ perspective on the future direction of the charity 2020 saw the Foundation respond at scale and pace to the urgent needs of the art sector during the COVID-19 pandemic, as well as continuing to strengthen and multiply its partnerships with educational and art organisations. The Trustees believe the Foundation is well positioned in 2021 to sustain this expanded activity, as well as to respond decisively and effectively to any future crises for the sector. Additional senior staff bring sector expertise and will support the Directors to continue to design and implement ambitious programmes. Further hires planned for 2021 in the Finance and Grants teams will ensure the capacity for the meticulous delivery of our expanded operations. The main space at 113 Regent’s Park Road has been better reconfigured to support a blended programme of activities, including an enlarged exhibition space, a street-front reception area and flexible office space. Undertaken in early 2021, this work has been realised with health and safety and social distancing measures in mind, to allow all spaces to operate as safely as possible when regulations allow. The Foundation has made careful plans for the safe and controlled reopening of the office and gallery for its team in 2021 as restrictions permit. To ensure provision for the expanded team, additional office spaces at Utopia Village have been secured, which are within five minutes’ walk of the existing gallery space in Chalk Farm. The Foundation’s diversification of its investment portfolio, along with plans for a steady rate of sustained expenditure after a period of rapid growth, ensure that it is financially well equipped to continue to carry out its work to broaden access to visual art across the UK, as well as to respond with agility to any future demands that might arise. Annual Report and Financial Statements The Freelands Foundation Limited ## Financial Review Jan McCollough, _Tricks of the Trade,_ exhibited in _Quicksilver_ , Freelands Foundation, 2021 Photo: Damian Griffiths Financial Review 31 December 2020 ## 50 ## Financial Review ## Review of the year Following a donation of shares in December 2019 with a market value of £75,873,047, Freelands Foundation sought to diversify the investment portfolio during 2020. Employing a price target strategy, the single stock position was sold down throughout the year. During this time, the investment manager selection process concluded, and the newly appointed investment manager carried out the work to design the appropriate diversified future investment portfolio. Income for the period totalled £869,682 (2019 – £76,066,025). The Foundation’s investment portfolio during the year generated income of £543,316 (2019 – £46,458), including a dividend of £523,297 in January 2020 (see note 2 – p.88). In addition, £326,366 (2019 – £146,374) of services and facilities were donated (see note 5 – p.90). Following the substantial donation made in 2019, no further donations were made in 2020. Expenditure in the period totalled £6,646,225 (2019 – £2,151,855), which included grants totalling £3,799,914 (2019 – £817,332). Total net assets at 31 December 2020 amounted to £70,965,110 (2019 – £85,448,855). These net assets were represented by unrestricted funds only. The asset value decreased between December 2019 and December 2020. This was in part due to the share price movement of the Walt Disney Company holding during the COVID-19 pandemic and the timing of the disposals, as dictated by the price target strategy employed. In addition, the expenditure of the Foundation increased with its expanded activity, thus further reducing the asset value over the course of the year. The Foundation awarded 27 grants totalling £3,799,914. This includes grants for artists’ emergency funds to Creative Scotland, Arts Council of Wales and a-n The Artists Information Company, grants to support Artangel, Camden Art Centre, Cove Annual Report and Financial Statements The Freelands Foundation Limited ## 51 Financial Review 31 December 2020 Park, DCA Dundee, Drawing Room, Gasworks, The Hepworth Wakefield, Ikon, Open School East, South London Gallery and Spike Island, as well as to the four participating organisations in the Freelands Artist Programme – Paragon Studios (PS[2] ), University of Edinburgh (Talbot Rice Gallery), g39 and Site Gallery. The Foundation also provided £1,000 to each of the six shortlisted arts organisations for the Freelands Award, to support them with their submission preparation. ## Going concern As of year end 2020, the Foundation had assets totalling £70,965,110. As of 30 April 2021, the Foundation holds assets totalling £69,315,013. This provides the Foundation with a secure future for supporting the realisation of the intended charitable aims and objectives, taking into account the increased needs of the sector in recovering from the COVID-19 pandemic. Creative Careers Programme, Somerset House Annual Report and Financial Statements The Freelands Foundation Limited 52 Grant-making policy Financial Review 31 December 2020 The Foundation aims to distribute grants of varying sizes each year. The Trustees will consider projects for support from charities based in any geographical area within the UK. The Foundation’s current grant-making policy requires organisations to submit initial concept papers for consideration ahead of developing a full proposal to put in front of the Board. The Foundation currently only distributes funds to charitable organisations rather than individuals. These organisations are required to serve the public benefit, and it is a requirement of the Foundation that each of these organisations has in place its own safeguarding policy and equal opportunities policy. ## Reserves policy The free reserves of the Foundation at 31 December 2020 were £70,929,359 (2019 – £85,352,168). The funds are invested as detailed in the investment policy below, while the requirement for liquidity is reviewed and determined by the Trustees on a regular basis and communicated to the custodian of the deposits as appropriate. ## Investment policy The Foundation’s investment policy provides for funding and anticipated withdrawals on a continuing basis, minimising principal fluctuations with the objective of at least maintaining the real value of assets, while generating a sufficient and sustainable return to fund grant-making. The Foundation aims to ensure that – subject to organisational need and strategic funding decisions – its total returns generated will be sufficient to fund all Foundation activities. The Foundation adopts a total return strategy, while assets are diversified to minimise the impact of large losses in individual investments. As of April 2021, the recently updated policy calls for the whole portfolio to achieve a total return of US CPI + 5% net of fees over rolling three-year periods, in order to retain the value of the corpus while generating sufficient returns to cover the Foundation’s charitable activities. This 5% target return also matches the IRS’s requirement for a US Private Foundation to spend 5% of its assets annually on charitable activities. While Freelands Foundation recognises the importance of the preservation of capital, it also adheres to the principle that varying degrees of investment risk are generally rewarded with concomitant returns over the long term. Annual Report and Financial Statements The Freelands Foundation Limited ## 53 Financial Review 31 December 2020 The Trustees meet regularly to review the investment portfolio performance. Following the receipt of a substantial gift of 683,948 shares in The Walt Disney Company in December 2019, worth £75,873,047 and held with custodians JP Morgan, the Foundation further advanced its investment strategy in 2020. A diversification plan was developed to address the single stock position of The Walt Disney Company holding, in order to manage the risk and volatility of the overall portfolio. A price target strategy was put in place and tranches of shares were sold as various price targets were achieved throughout the year. The proceeds from the share sales were held in cash in order to minimise risk, while the selection of a long-term investment manager, which had begun in 2019, advanced. BlackRock was appointed in 2020 after a comprehensive and rigorous request for proposal process, and work commenced to define the most suitable diversified portfolio to meet the Foundation’s risk and return objectives, while the onboarding process progressed. The Foundation has a Responsible Investment Policy, which states that, from an investment perspective, the Foundation’s priority is to generate a risk-adjusted return that will support its activities in the community, over the long term, while ensuring, where possible, that it invests its capital responsibly and sustainably. This includes taking account of the latest available insights and data relating to environmental, social and governance (ESG) issues. ## Risk management The Foundation is not reliant on funding from either Government or the private sector and is thus well insulated against changes to Government spending/private sector investment in the arts. The organisation’s management team is permanently contracted and required to give the sector standard notice period of three months, meaning that the Foundation is protected against the risk of unanticipated personnel changes. The Trustees undertake a detailed level of due diligence on all organisations that submit proposals prior to approving any funding requests to ensure that they are well-managed, sustainable organisations. We recognise that the current COVID-19 environment poses greater operational and financial risk to partner organisations, and so have undertaken increased Annual Report and Financial Statements The Freelands Foundation Limited ## 54 Financial Review 31 December 2020 due diligence checks before awarding grants, including assessing recent financial records, as well as previously published accounts, to reflect the fast-changing situation. The Grants team maintains ongoing conversations with grantees, to address concerns and review potential risks. The Foundation does not deliver grants directly to individuals. Ensuring the protection and safety of children served by the Foundation’s activities is paramount at all times. Staff and volunteers must adhere to the Foundation’s Safeguarding Policy and obtain clearance from the Disclosure and Barring Service (DBS) prior to working with the Foundation, in line with government requirements. Some investment risk is necessary to earn the investment returns required by the Foundation. Investment risks will be managed by the Investment Manager on behalf of the Trustees. This ensures the risks taken are appropriate, acceptable and consistent with the Foundation’s funding and the covenant risks. The Investment Manager reports on investment risk to the Trustees at least quarterly. Dominique White, _Ruttier for the Absent_ , 2019 (recipient of Artangel Thinking Time bursary) Courtesy the artist Annual Report and Financial Statements The Freelands Foundation Limited ## 55 ## Financial Review 31 December 2020 The principal risk and uncertainty for the Foundation in 2020 was fluctuation in investment value. The Foundation held approximately £70m of assets. In order to manage the risk and volatility of the portfolio, the Foundation put in place a diversification plan that addressed the single stock position of The Walt Disney Company shares, as outlined in our Investment Policy (see p.52). The proceeds from the share sales were held in cash in order to minimise risk during the process of appointing a long-term investment manager, who will design a suitable diversified portfolio to meet the Foundation’s risk and return objectives. Alongside this process, to ensure the organisation maintains adequate funds to cover grant commitments and operating expenses in case of high levels of market volatility, the Foundation held £3.5m in a BlackRock managed fund with a moderate level of risk, providing protection against losses during periods of market turmoil. This highly diversified portfolio ensures a low level of fluctuation compared to the equities market. This fund has same-day liquidity to enable access to funds. The liquidity of this portfolio allows us to respond rapidly to market shifts, as well as putting in place accessible reserves that would cover multiple years of expenses. Freelands Foundation recognises the need to be mindful of the overall liquidity of the portfolio. A sufficient portion of the Fund is liquid in order to provide for the operating needs as described by the Spending Policy and to comply with any other liquidity requirement that Freelands Foundation may have. It is the responsibility of the Investment Manager to monitor and manage unfunded commitments. Unfunded commitments must be kept below what the Fund would be reasonably able to fund over the next 12 months in normal market conditions. The Foundation also maintains appropriate cash reserves at all times. In addition, the cash deposit profile is managed carefully and regularly to ensure that all budget spend forecast, plus an additional buffer, is accounted for; the Foundation aims to hold £150k in the current account to enable a day-to-day cash flow. The Foundation’s policy is that all cash balances should be deposited with institutions with a minimum of an A rating, or invested in a diversified money market fund. The Trustees review investments on a regular basis to ensure they are comfortable with the risk profile and levels of market volatility. The organisation has taken out appropriate insurance policies covering employer and third-party liability, Directors’ and Annual Report and Financial Statements The Freelands Foundation Limited ## 56 Financial Review 31 December 2020 Officers’ liability, cyber, hardware, travel and personal accident policies, as well as an art insurance policy for its gallery. The Freelands Foundation is a dual-qualified charity structure that is subject to the US laws regarding ‘private foundations’ as well as UK law. To ensure there are no unintentional breaches in requirements, which could result in fines, loss of status or reputational issues, the Foundation works closely with specialist UK and US legal counsel. The organisation also works with an accounting and audit firm specialising in dual-jurisdiction entities, to help identify and mitigate structure-specific risks. To ensure the continued strong governance of the Foundation, the organisation’s Managing Director is responsible for regular reporting to all Trustees, with quarterly Trustees’ meetings ensuring that all decision-makers are fully up to speed on the Foundation’s activities. The Foundation also operates a conflict of interest register and policy against which it monitors all ongoing activities and grantee engagement. ## Principal or key funding sources The Foundation’s principal funding source during the year was charitable donations from Elisabeth Murdoch made since 2015. The Foundation does not carry out any fundraising activities. Annual Report and Financial Statements The Freelands Foundation Limited ## Structure, Governance and Management _make_ residency, Freelands Foundation, 2021 Photo: Maria-Alejandra Huicho 58 Structure, Governance and Management 31 December 2020 ## Structure, Governance and Management ## Organisational structure and management reporting The Trustees currently serving the Foundation are set out on page 3. A full list of the Foundation’s past and present Trustees can be found below: - Elisabeth Murdoch (Chair) – 2015 to present - Mark Devereux – 2015 to present - Sarah von Schmidt – 2018 to present - Keith Tyson – 12 May 2020 to present Additional or replacement Trustees may be appointed by the Foundation at a general meeting. The Trustees are also the Foundation’s company law Directors and hold ultimate responsibility for all key decisions pertaining to the charity. During 2020, the Freelands Foundation expanded its team to 18 members of staff. This expansion reflects the increased breadth of the Foundation’s work and the need for greater day-to-day operational and administrative support, following a major step change in activity levels in 2020. These roles included the appointment of a new Head of Communications, Rachel Cass, who joined us from the South London Gallery in March 2020, while Creative Coordinator Giulia Vandelli joined the team in November 2020. In 2021, the team has continued to expand. Freelands Artist Programme Leader Meghan Goodeve started in January 2021. In March 2021, a new Management Accountant Jee Mei Wong joined to strengthen the Finance team. Maternity cover Head of Finance Kate Hardie was appointed to oversee the department during Jessica Hewitt’s maternity leave (from May 2021). Plans are underway to recruit an additional Grants Manager and Grants Administrator, in order to boost the capacity of the team to deliver our expanded grants programme, with significant regard for enabling diversity, equity and inclusion programmes Annual Report and Financial Statements The Freelands Foundation Limited ## 59 Structure, Governance and Management 31 December 2020 and increasing the evaluation and learning activities around our funding. The organisation will continue to review its recruitment needs over the course of the year and will adjust its recruitment strategy accordingly. The Foundation employs an external ‘Evaluator’, who is tasked with independently garnering feedback on the Freelands Artist Programme and advising on its future direction. ## Decision-making and how it occurs The Foundation operates a number of regular reporting processes to ensure that all parties are kept fully informed of the organisation’s activities as they progress. Trustee Board meetings – either face-to-face or by means of teleconference in the event that Trustees cannot all attend in person – usually occur on a quarterly basis to allow the Trustees to regularly review the progress of the organisation’s programmes and its funding; these meetings are formally Yuen Fong Ling, _Towards Memorial_ , photo wall banners, 2021 Photo: Damian Griffiths Annual Report and Financial Statements The Freelands Foundation Limited ## 60 Structure, Governance and Management 31 December 2020 documented. Seven meetings were held during 2020, including four formal quarterly meetings and three dedicated investment management meetings. Policies and procedures for the induction and training of Trustees Trustees are selected for their knowledge and experience across different specialisms related to the governance of a charitable foundation, including legal, financial, strategic and cultural expertise. The Foundation is committed to include a range of informed perspectives in its decisionmaking processes. Appointed Trustees are provided with background briefings about their responsibilities and the objectives, operations, governance, funding and achievements of the charity. All Trustees are encouraged to take up relevant training, seek out briefings and attend conferences. ## Pay and remuneration of key management Senior management pay is agreed by the Board of Trustees and reviewed annually. The Trustees are not paid. Relationships with related parties The Freelands Foundation’s headquarters at 113 Regent’s Park Road, London, NW1 8UR is provided to the organisation as a gift in kind from Freelands FIG Ltd, which is ultimately owned by the EM Family Trust, of which Elisabeth Murdoch and Keith Tyson are beneficiaries. Services, including senior level staff support in finance, accounting, investments, strategy and communications, were donated to the Foundation by Freelands Family Investment Group Ltd (until 31 August 2020), which is ultimately owned by EM 2006 Trust, and Freelands Group Ltd (from 1 September 2020), which is ultimately owned by EM 2019 Trust. Elisabeth Murdoch is a beneficiary of EM 2006 Trust and EM 2019 Trust. The operations of Freelands FIG Ltd, Freelands Family Investment Group Ltd and Freelands Group Ltd remain separate and distinct at all times from those of the Freelands Foundation, with no impact on the charity’s operating policies. Annual Report and Financial Statements The Freelands Foundation Limited 61 Structure, Governance and Management 31 December 2020 The charitable company, Freelands Foundation Limited, is wholly owned by the Freelands Foundation Inc, a US taxexempt charitable organisation, and was founded to carry out the work of that entity in the UK. Freelands Foundation Inc is the ultimate parent company. Installation of the exhibition _There, where we promenade_ , Freelands Foundation gallery, 2020 Annual Report and Financial Statements The Freelands Foundation Limited ## Reference and Administrative Details Hackney Windrush sculpture consultation, 2019 Courtesy Create London and Hackney Council 63 Reference and Administrative Structure, Governance and Management Details 31 December 2020 ## Day-to-day management and external guidance The day-to-day management of the Foundation is delegated to Melanie Cassoff, Managing Director. To ensure the Foundation has access to a broad range of expert guidance while remaining nimble in its decision-making, the organisation draws upon the expertise of an Advisory Committee. In December 2020, this Committee comprised five members. Each Committee member has terms of reference confirming their roles and responsibilities and their reporting structure, while the Advisory Committee, as a whole, reports to the Foundation’s Board. Advisors are required to attend quarterly Advisors’ meetings, to advise on the development of strategy or specific projects, to represent Freelands Foundation at external events or events organised by the Foundation and to evaluate the work of Freelands Foundation as a ‘critical friend’. All Advisor terms are offered on a one-year basis and reviewed annually. In January 2020, Leeds-based artist Simeon Barclay joined the Committee, replacing Phyllida Barlow. In January 2021, Robert Leckie (Director, Spike Island) and Ralph Rugoff (Director, Hayward Gallery) joined Jenni Lomax on the Advisory Committee, replacing Teresa Gleadowe, Fiona Bradley and Dawn Airey, to bring fresh perspectives to the discussion, while retaining some continuity of voices. In addition, Sonita Alleyne and Harold Offeh have been invited to join the Advisory Committee, to represent the two new Advisory Groups established in 2020. In November 2020, the inaugural meeting of the Education Steering Group was held. This group will inform the development of our education programme, bringing together artists, teachers, curators and educationalists of different generations: Barby Asante, Paul Dash, Renee Odjidja, Harold Offeh and Nkuli Hepburn Zikalala. It is chaired by Freelands Foundation Creative Director Henry Ward. Annual Report and Financial Statements The Freelands Foundation Limited ## 64 Structure, Governance and Management 31 December 2020 The Diversity Action Group is a new advisory group that met for the first time in February 2021, which will drive the Foundation’s work in diversity, inclusion and equity, chaired by cultural and educational leader and Master of Jesus College, Cambridge, Sonita Alleyne OBE, with artist John Akomfrah, cultural entrepreneur and Founder of Sour Lemons Sade Banks and Melanie Keen (Director, Wellcome Collection). Head of Communications Rachel Cass currently represents the Foundation in this group. The selection of all the Foundation’s Advisors has been based on the depth of their expertise and the quality of their strategic thinking. In some instances, this relates specifically to their work within the arts sector, while in others it relates to general leadership and/or not-for-profit sector experience. The Foundation refreshes its Advisory Committee on an ongoing, iterative basis, to ensure that the organisation continually benefits from access to relevant and new insight and to guidance from a wide range of relevant stakeholders. ROCK PAPER SCISSORS After School Club with Jake Garfield, 2020 Courtesy Drawing Room, London Annual Report and Financial Statements The Freelands Foundation Limited ## 65 Structure, Governance and Management 31 December 2020 In addition to the above, the Foundation employs the services of law firms Farrer & Co and the Law Offices of Suzanne M Reisman to support the organisation in adhering to its governance and regulatory requirements in the UK and US. The organisation retains accountancy firm Deloitte LLP to provide auditing services. Trustees’ responsibilities in relation to the financial statements The Trustees (who are also Directors of the charitable company for the purposes of company law) are responsible for preparing the Trustees’ Annual Report and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’. Company law requires the Trustees to prepare financial statements for each financial year, which give a true and fair view of the state of affairs of the charitable company and of the incoming resources and application of resources, including the income and expenditure, of the charitable company for that period. In preparing these financial statements, the Trustees are required to: - select suitable accounting policies and then apply them consistently - observe the methods and principles in the Charities SORP - make judgements and estimates that are reasonable and prudent - state whether applicable United Kingdom Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements - prepare the financial statements on the going concern basis unless it is inappropriate to presume that the charitable company will continue in business The Trustees are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the charitable company and enable them to ensure that the financial statements comply with the Companies Annual Report and Financial Statements The Freelands Foundation Limited ## 66 Structure, Governance and Management 31 December 2020 Act 2006. They are also responsible for safeguarding the assets of the charitable company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. In so far as the Trustees are aware: - there is no relevant audit information of which the charitable company’s auditor is unaware; and - the Trustees have taken all the steps that they ought to have taken as Trustees in order to make themselves aware of any relevant audit information and to establish that the charitable company’s auditor is aware of that information The Trustees are responsible for the maintenance and integrity of the corporate and financial information included on the charitable company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006. Approved by the Trustees and signed on their behalf by: Elisabeth Murdoch 22 July 2021 Annual Report and Financial Statements The Freelands Foundation Limited ## Independent Auditor’s Report _make_ artist teachers’ residency, Freelands Foundation, 2021 Photo: Maria-Alejandra Huicho ## 68 Independent Auditor’s Report 31 December 2020 ## Independent Auditor’s Report Independent auditor’s report to the members of The Freelands Foundation Limited Report on the audit of the financial statements Opinion In our opinion the financial statements of The Freelands Foundation Limited (the ‘charitable company’): - Give a true and fair view of the state of the charitable company’s affairs as at 31 December 2020 and of its incoming resources and application of resources, including its income and expenditure, for the year then ended - Have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’; and - Have been prepared in accordance with the requirements of the Companies Act 2006 We have audited the financial statements, which comprise: - The statement of financial activities - The balance sheet - The statement of cash flows - The principal accounting policies; and - The related notes 1 to 17. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ (United Kingdom Generally Accepted Accounting Practice). Annual Report and Financial Statements The Freelands Foundation Limited Basis for opinion ## 69 Statement of Financial Activities 31 December 2020 We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the charitable company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Ceramic work by Phoebe Collings-James, recipient of The Freelands Lomax Ceramics Fellowship 2020 at Camden Art Centre Annual Report and Financial Statements The Freelands Foundation Limited 70 Conclusions relating to going concern Independent Auditor’s Report 31 December 2020 In auditing the financial statements, we have concluded that the Trustees’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the charitable company’s ability to continue as a going concern for a period of at least 12 months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the Trustees with respect to going concern are described in the relevant sections of this report. ## Other information The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The Trustees are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. ## Responsibilities of Trustees As explained more fully in the Trustees’ responsibilities statement, the Trustees (who are also the Directors of the charitable company for the purpose of company law) are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for Annual Report and Financial Statements The Freelands Foundation Limited ## 71 Independent Auditor’s Report 31 December 2020 such internal control as the Trustees determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Trustees are responsible for assessing the charitable company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Trustees either intend to liquidate the charitable company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Extent to which the audit was considered capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. We considered the nature of the charitable company’s industry and its control environment, and reviewed the charitable company’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. Annual Report and Financial Statements The Freelands Foundation Limited ## 72 Independent Auditor’s Report 31 December 2020 We also enquired of management and Trustees about their own identification and assessment of the risks of irregularities. We obtained an understanding of the legal and regulatory framework that the charitable company operates in, and identified the key laws and regulations that: - Had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Charities Act and UK Companies Act; and - Did not have a direct effect on the financial statements but compliance with which may be fundamental to the charitable company’s ability to operate or to avoid a material penalty. These included the Charity Commission for England and Wales (Charity Commission) regulations. We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements. _Old Land New Waters_ , Freelands Artist Programme publication, 2020 Annual Report and Financial Statements The Freelands Foundation Limited ## 73 Independent Auditor’s Report 31 December 2020 As a result of performing the above, we identified the greatest potential for fraud or non-compliance with laws and regulations in the following area, and our specific procedures performed to address it are described below: - We identified a risk due to fraud related to the correct recognition of liabilities in respect of grant expenditure. We have addressed this risk by selecting a sample of grants recognised in the year and reviewing the grant agreements, Board minutes, cash payments and related information to understand any conditions present and ascertain the correct level of expenditure and related liability to recognise. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business. In addition to the above, our procedures to respond to the risks identified included the following: - Reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; - Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; - Enquiring of management concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and - Reading minutes of meetings of those charged with governance and reviewing any correspondence with the Charity Commission. Annual Report and Financial Statements The Freelands Foundation Limited Report on other legal and regulatory requirements ## 74 Independent Auditor’s Report 31 December 2020 Opinions on other matters prescribed by the Companies Act 2006 In our opinion, based on the work undertaken in the course of the audit: - The information given in the Trustees’ report, which includes the Directors’ report prepared for the purposes of company law for the financial year for which the financial statements are prepared is consistent with the financial statements; and - The Directors’ report included within the Trustees’ report has been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the charitable company and its environment obtained in the course of the audit, we have not identified any material misstatements in the Directors’ report included within the Trustees’ report. Matters on which we are required to report by exception Under the Companies Act 2006 we are required to report in respect of the following matters if, in our opinion: - Adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or - The financial statements are not in agreement with the accounting records and returns; or - Certain disclosures of Trustees’ remuneration specified by law are not made; or - We have not received all the information and explanations we require for our audit; or - The Trustees were not entitled to take advantage of the small companies’ exemption from the requirement to prepare a strategic report. We have nothing to report in respect of these matters. ## Use of our report This report is made solely to the charitable company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so Annual Report and Financial Statements The Freelands Foundation Limited 75 Independent Auditor’s Report 31 December 2020 that we might state to the charitable company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the charitable company and the charitable company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Sarah Anderson FCCA (Senior statutory auditor) For and on behalf of Deloitte LLP Statutory Auditor London, United Kingdom 6 August 2021 Annual Report and Financial Statements The Freelands Foundation Limited ## Statement of Financial Activities Eco-dyed quilt at Haberdashers’ Aske’s Borough Academy, 2020 Photo: Maria-Alejandra Huicho 77 Statement of Financial Activities 31 December 2020 ## Statement of Financial Activities ## Period to 31 December 2020 ||Notes|Total and unrestricted funds|Total and unrestricted funds| |---|---|---|---| |||Year ended 31 December 2020|Year ended 31 December 2019| |||£|£| |Income and expenditure|||| |Income from:|||| |Donations and legacies|1|326,366|76,019,421| |Other trading activities||–|146| |Investments|2|543,316|46,458| |Total income||869,682|76,066,025| |Expenditure on:
Raising funds
Charitable activities|3
4|915,302
5,730,923|2,151,855| |Total expenditure||6,646,225|2,151,855| |Net income before investment gains||-5,776,543|73,914,170| |Losses on investments||-4,324,795|-715,808| |||-4,382,407|–| |Net income for the year||-14,483,745|73,198,362| |Reconciliation of funds:|||| |Fund balance brought forward at 1 January||85,448,854|12,250,492| |Fund balance carried forward at 31 December||70,965,109|85,448,854| There were no gains or losses in the period other than those included in the statement above. All the charitable company’s activities derived from continuing operations during the above financial period. Annual Report and Financial Statements The Freelands Foundation Limited 31 December 2020 Statement of Financial Activities 31 December 2020 ## 78 ## Balance Sheet ||Notes|2020|2019| |---|---|---|---| |||£|£| |Fixed assets|||| |Tangible fxed assets|10|35,751|96,687| |Investments|11|13,663,892|78,154,402| |||13,699,643|78,251,089| |Current assets|||| |Debtors|12|1,339|2,680| |Cash at bank and in hand||57,432,350|7,358,884| |||57,433,689|7,361,564| |Liabilities|||| |Creditors: amounts falling due within one year|13|(168,222)|(163,798)| |Net current assets||57,265,467|7,197,766| |Total assets less current liabilities being
net assets||70,965,110|85,448,855| ||||| |The funds of the charity:|||| |Capital and funds|||| |Called up share capital|14|1|1| |Income funds|||| |Unrestricted funds||70,965,109|85,448,854| |Total charity funds||70,965,110|85,448,855| Approved by the Trustees of The Freelands Foundation Limited, Company Registration Number 09497277 (England and Wales) and signed on their behalf by: Elisabeth Murdoch 22 July 2021 Annual Report and Financial Statements The Freelands Foundation Limited ## 79 ## Statement of Cash Flows Statement of Financial Activities 31 December 2020 ## 31 December 2020 ||Notes|31 December 2020|31 December 2019| |---|---|---|---| |||£|£| |Cash infow from operating activities:|||| |Net cash provided by operating activities|A|(6,225,609)|(1,909,763)| |Cash infow from investing activities:|||| |Dividends and interest from investments||543,316|46,458| |Proceeds from sales of fxed asset investments||60,146,420|–| |Purchase of tangible fxed assets||(8,254)|(16,333)| |Net cash provided by investing activities||60,681,482|30,125| |Change in cash and cash equivalents
in the period||54,455,873|(1,879,638)| |Cash and cash equivalents at 1 January
Change in cash and cash equivalents due
to exchange rate movements||7,358,884
(4,382,407)|9,238,522
–| |Cash and cash equivalents at 31 December|B|57,432,350|7,358,884| Annual Report and Financial Statements The Freelands Foundation Limited Statement of Financial Activities 31 December 2020 ## 80 ## Statement of Cash Flows ## 31 December 2020 ## Notes to the statement of cash flows for the period to 31 December 2020 ## A) Reconciliation of net movement in funds to net cash flow from operating activities ||Notes|2020|2019| |---|---|---|---| |||£|£| |Net movement in funds||(14,483,745)|73,198,362| |(as per the statement of fnancial activities)|||| |Adjustments for:|||| |Dividends and interest from investments||(543,316)|(46,458)| |Depreciation on tangible fxed assets||69,191|77,196| |Losses on investments||4,324,795|715,808| |Investment management fees netted off||19,294|–| |Foreign exchange loss on cash equivalents||4,382,407|–| |Decrease/(Increase) in debtors||1,341|38,024| |(Decrease)/Increase in creditors||4,424|(19,648)| |Receipt of non-cash donations||–|(75,873,047)| |Net cash provided by operating activities||(6,225,609)|(1,909,763)| |B) Analysis of cash and cash equivalents|||| ||Notes|2019|2018| |||£|£| |Cash at bank and in hand||177,147|602,474| |Cash held by investment managers||57,255,203|6,756,410| |Total cash and cash equivalents||57,432,350|7,358,884| Annual Report and Financial Statements The Freelands Foundation Limited ## Principal Accounting Policies Andrea Zittel, _Untitled_ , 2018 Exhibited in _The Coming Community,_ Freelands Foundation, 2020 82 ## Principal Accounting Policies Principal Accounting Policies 31 December 2020 ## Basis of accounting The principal accounting policies adopted, judgements and key sources of estimation uncertainty in the preparation of the financial statements are laid out below. ## Basis of preparation These financial statements have been prepared for the period to 31 December 2020. The financial statements have been prepared under the historical cost convention with items recognised at cost or transaction value unless otherwise stated in the relevant accounting policies below or the notes to these accounts. The accounts have been prepared in accordance with _Accounting and Reporting by Charities: Statement of Recommended Practice_ applicable to charities preparing their accounts in accordance with the Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland (FRS 102) (Charities SORP FRS 102) effective 1 January 2019, the Financial Reporting Standard applicable in the UK and Republic of Ireland (FRS 102) and the Companies Act 2006. The charity constitutes a public benefit entity as defined by FRS 102. It is a private company limited by guarantee, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the registered office is shown on page 3. The financial statements are presented in sterling and are rounded to the nearest pound. ## Critical accounting estimates and areas of judgement No critical estimates or areas of judgement have been noted by the Trustees or management. Annual Report and Financial Statements The Freelands Foundation Limited 83 Assessment of going concern Principal Accounting Policies 31 December 2020 The Trustees have assessed whether the use of the going concern assumption is appropriate in preparing these financial statements. The Trustees have made this assessment in respect to a period of one year from the date of approval of these accounts. The Trustees of the charity have concluded that there are no material uncertainties related to events or conditions that may cast significant doubt on the ability of the charity to continue as a going concern. The Trustees are of the opinion that the charity will have sufficient resources to meet its liabilities as they fall due. The most significant areas of judgement that affect items in the accounts are detailed above. ## Income recognition Income is recognised in the period in which the charity has entitlement to the income, the amount of income can be measured reliably, and it is probable that the income will be received. Income comprises donations and investment income. Donations are recognised when the charity has confirmation of both the amount and settlement date. In the event of donations pledged but not received, the amount is accrued for where the receipt is considered probable. In the event that a donation is subject to conditions that require a level of performance before the charity is entitled to the funds, the income is deferred and not recognised until either those conditions are fully met, or the fulfilment of those conditions is wholly within the control of the charity and it is probable that those conditions will be fulfilled in the reporting period. Income tax recoverable on donations is recognised when the charity is entitled to the amount and receipt is probable. Donated services and facilities provided to the charity are recognised in the period when it is probable that the economic benefits will flow to the charity, provided they can be measured reliably. This is normally when the service is provided/the facilities are used by the charity. An equivalent amount is included as expenditure. Donated services and facilities are recognised on the basis of the value of the gift to the charity, which is the amount the charity would have been willing to pay to obtain facilities or services of equivalent economic benefit on the open market. Annual Report and Financial Statements The Freelands Foundation Limited ## 84 Principal Accounting Policies 31 December 2020 Interest on funds held on deposit is included when receivable and the amount can be measured reliably by the charity; this is normally upon notification of the interest paid or payable by the bank. ## Expenditure recognition Liabilities are recognised as expenditure as soon as there is a legal or constructive obligation committing the charity to make a payment to a third party, it is probable that a transfer of economic benefits will be required in settlement and the amount of the obligation can be measured reliably. All expenditure is accounted for on an accruals basis. Expenditure comprises the direct costs of charitable activities and support costs. All expenses, including support costs, are allocated or apportioned to the applicable expenditure headings. Expenditure on charitable activities includes all costs associated with furthering the charitable purposes of the charity through the provision of its charitable activities. Such costs include charitable grants, direct and support costs in respect to the charity’s aims on art education and governance costs. Expenditure is analysed by consideration of the three strategic aims of the charity. Grants payable are included in the statement of financial activities when approved and when the intended recipient has either received the funds or been informed of the decision to make the grant and has satisfied all performance conditions. Grants approved but not paid at the end of the financial year are accrued. Grants where the beneficiary has not been informed or has to fulfil performance conditions before the grant is released are not accrued for but are disclosed as financial commitments in the notes to the accounts. All expenditure is stated inclusive of irrecoverable VAT. ## Allocation of support and governance costs Support costs represent indirect charitable expenditure. In order to carry out the primary purposes of the charity it is necessary to provide support in the form of personnel development, financial procedures, provision of office services and equipment and a suitable working environment. Annual Report and Financial Statements The Freelands Foundation Limited ## 85 Principal Accounting Policies 31 December 2020 Governance costs comprise the costs involving the public accountability of the charity (including audit costs) and costs in respect to its compliance with regulation and good practice. Support and governance costs are allocated between the three strategic aims of the charity. The basis on which these costs are allocated is set out in note 4 (see p.88). ## Fund accounting Unrestricted general funds represent those monies that are freely available for application towards achieving any charitable purpose that falls within the charitable objectives. ## Tangible fixed assets All assets costing more than £1,000 and with an expected useful life exceeding one year are capitalised. ## a. Leasehold improvements Leasehold improvements are included in the financial statements at cost and depreciated over the life of the lease. ## b. Computer equipment Computer equipment is capitalised at cost and depreciated at the rate of 20% per annum based on cost in order to write off the assets over their estimated useful lives. ## Fixed asset investments Listed investments are a form of basic financial instrument and are initially recognised at their transaction value and subsequently measured at their fair value as at the balance sheet date using the closing quoted market price. Realised gains or losses on investment assets are calculated as the difference between disposal proceeds and their opening carrying value or their purchase value if acquired subsequent to the first day of the financial year. Unrealised gains and losses are calculated as the difference between the fair value at the year end and their carrying value at that date. Realised and unrealised investment gains or losses are combined in the statement of financial activities and are credited or debited in the year that they arise. The charity only invests in assets that are regarded as ‘basic financial instruments’ under provisions of FRS 102. Annual Report and Financial Statements The Freelands Foundation Limited Debtors ## 86 Principal Accounting Policies 31 December 2020 Debtors are recognised at their settlement amount, less any provision for non-recoverability. ## Cash at bank and in hand Cash at bank and in hand represents such accounts and instruments that are available on demand or have a maturity of less than three months from the date of acquisition. They include amounts held by the investment manager as part of the charity’s overall investment strategy. ## Creditors and provisions Creditors and provisions are recognised when there is an obligation at the balance sheet date as a result of a past event, it is probable that a transfer of economic benefit will be required in settlement, and the amount of the settlement can be estimated reliably. Creditors and provisions are recognised at the amount the charity anticipates it will pay to settle the debt. They have been discounted to the present value of the future cash payment where such discounting is material. Annual Report and Financial Statements The Freelands Foundation Limited ## 87 Notes to the Financial Principal Accounting Policies Statements Principal Accounting Policies 31 December 2020 31 December 2020 ## 1. Donations and legacies |1. Donations and legacies||| |---|---|---| ||31 December 2020|31 December 2019| ||£|£| |Income and expenditure||| |Donations|–|75,873,047| |Gift Aid received|–|–| |Donated services and facilities (note 5)|326,366|146,374| ||326,366|76,019,421| |2. Investment income||| ||31 December 2020|31 December 2018| ||£|£| |Income and expenditure||| |Dividends received|523,297|–| |Interest received|20,019|46,458| ||543,316|46,458| |3. Analysis of expenditure on raising funds||| ||31 December 2020|31 December 2019| ||£|£| |Income and expenditure||| |Investment management fees
US paid expenses relating to fund management
(see note 16 – p.94)|40,316
874,986|–
–| ||915,302|–| Annual Report and Financial Statements The Freelands Foundation Limited ## 88 Principal Accounting Policies 31 December 2020 ## Notes to the Financial Statements ## 31 December 2020 ## 4. Charitable activities |4. Charitable activities||||| |---|---|---|---|---| |Activity|Direct Costs|Grant Expenditure (see below)|Support Costs|Total| ||£|£|£|£| |Education|169,197|304,529|274,283|748,009| |Artists|477,737|3,495,385|796,284|4,769,406| |Research and publications|41,333|–|172,175|213,508| |Total 31 December 2020|688,267|3,799,914|1,242,742|5,730,923| |||||| |Education|113,163|159,499|127,705|400,367| |Artists|409,001|657,833|622,205|1,689,039| |Research and publications|27,989|–|34,461|62,450| |Total 31 December 2019|550,153|817,332|784,371|2,151,856| Direct costs comprise staff salaries, consultant costs and other directly attributable costs. Annual Report and Financial Statements The Freelands Foundation Limited Principal Accounting Policies 31 December 2020 ## 89 ## Notes to the Financial Statements ## 31 December 2020 ## Grant expenditure The charity authorised the following grants payable during the year ended 31 December 2020: |Grant expenditure
The charity authorised the following grants payable
during the year ended 31 December 2020:||| |---|---|---| ||31 December 2020|31 December 2019| ||£|£| |Income and expenditure||| |The Artist Information Co|1,500,000|–| |Arts Council of Wales|500,000|–| |Creative Scotland|1,000,000|–| |Artangel|67,000|–| |Camden Art Centre|40,328|61,852| |Cove Park|32,500|–| |DCA Dundee|93,035|–| |Drawing Room|28,619|–| |Gasworks|47,100|–| |The Hepworth Wakefeld|25,000|–| |Ikon Gallery|16,000|–| |Nottingham Contemporary|–|25,000| |Open School East|102,353|–| |The Public Catalogue Foundation aka Art UK|–|25,050| |SLG|120,057|104,449| |Somerset House Trust|–|30,000| |Spike Island Artspace Ltd|25,000|75,000| |Turner Contemporary|–|150,000| |Paragon Studios (PS
2)|21,375|92,535| |University of Edinburgh (Talbot Rice Gallery)|58,500|42,000| |Site Gallery|58,500|67,000| |g39|21,047|138,446| |Bath Spa University|12,500|–| |Manchester Metropolitan University|12,500|–| |University of Brighton|12,500|–| |Small grants – £1,000 each|6,000|6,000| ||3,799,914|817,332| In addition to the above grants payable, at 31 December 2020, the Trustees had made grant offers totalling £897,832 (2019 – £1,644,508). As the payment of these grants is subject to certain specific conditions, these have not been recognised in these financial statements. Annual Report and Financial Statements The Freelands Foundation Limited ## 90 Notes to the Financial Principal Accounting Policies Statements Principal Accounting Policies 31 December 2020 ## 31 December 2020 ## 5. Support costs Support costs are those costs that, while necessary to deliver an activity, do not themselves produce or constitute the output of the charitable activity. The basis on which support costs are allocated to the strategic aims of the charity are shown in the table below. Those Advisors costs which are directly attributable to strategic aims are allocated as such. Costs allocated on the basis of time are allocated based on the proportion of staff time spent on each strategic aim. All other costs are allocated on the basis of expenditure. Expenditure is determined as being the expenditure already allocated to each strategic aim. ||31 December 2020|31 December 2019|Basis of Allocation| |---|---|---|---| ||£|£|| |Staff costs|306,099|188,584|Time| |Donated services in relation to offce and|326,360|146,374|Expenditure| |accountancy costs|25,078|24,029|Time| |Website costs|45,078|19,368|Expenditure| |Insurance|2,818|1,526|Time| |Travel and subsistence|5,081|7,351|Time| |Printing and postage|55,000|54,155|Directly Attributed/Expenditure| |Advisors|69,191|77,196|Time| |Depreciation|–|39|Expenditure| |Loss of foreign exchange|16,075|12,426|Time| |Telephone|37,246|31,461|Time| |IT consumables|||| |Governance costs:|73,722|83,885|Expenditure| |– Auditor’s remuneration|184,274|78,422|Expenditure| |– Legal and professional fees|96,729|59,555|Time/ Expenditure| |Other|||| ||**1,242,742**|784,371|| Investment management fees of £40,316 are shown in note 3 in the current year (2019 – £19,155 shown above in Advisor costs, which represent Expenditure on Raising Funds). Annual Report and Financial Statements The Freelands Foundation Limited ## 91 Principal Accounting Policies 31 December 2020 ## Notes to the Financial Statements ## 31 December 2020 ## 6. Staff costs |6. Staff costs||| |---|---|---| ||31 December 2020|31 December 2019| ||£|£| |Wages and salaries|689,330|424,287| |Social security costs|78,938|48,460| |Defned contribution pension costs|36,556|25,039| |Other employee benefts|4,521|905| ||809,345|498,691| The average number of employees during the period was 17 (2019–12). The number of employees who earned £60,000 or more (including taxable benefits but excluding employer pension contributions) during the period was as follows: |contributions) during the period was as follows:||| |---|---|---| ||31 December 2020|31 December 2019| ||£|£| |£70,000 – £80,000|1|–| |£80,000 – £90,000|1|1| |£180,000 – £190,000|–|1| |£250,000 – £260,000|1|–| Total employer contribution to defined contribution schemes in respect of employees who earned £60,000 or more during the period amounted to £21,829 (2019 – £16,379). The day-to-day management of the Foundation is delegated by the Board of Trustees to the Managing Director. The total employment cost (including taxable benefits, employer’s national insurance and pension contributions) of the key management personnel for the year was £301,159 (2019 – £231,387). Annual Report and Financial Statements The Freelands Foundation Limited ## 92 Principal Accounting Policies 31 December 2020 ## Notes to the Financial Statements ## 31 December 2020 ## 7. Net income This is stated after charging: |7. Net income
This is stated after charging:||| |---|---|---| ||31 December 2020|31 December 2019| ||£|£| |Fees payable to the current auditor (including VAT)||| |– Statutory audit|37,400|24,000| |– Tax advisory services|36,322|14,800| |– Other fnancial services|–|41,807| |Fees payable to the previous auditor (including VAT)||| |– Statutory audit|–|918| |– Tax advisory services|–|2,359| |Depreciation|69,191|77,196| ## 8. Trustees’ expenses and remuneration None of the Trustees received any remuneration in respect of their services, nor reimbursement of expenses during the period or the previous period. ## 9. Taxation The Freelands Foundation Limited is a registered charity and therefore is not liable to income tax or corporation tax on income derived from its charitable activities, as it falls within the various exemptions available to registered charities. ## 10. Tangible fixed assets |10. Tangible fxed assets||||| |---|---|---|---|---| ||Leasehold improvements|Computer equipment|Offce equipment|Total| ||£|£|£|£| |Cost||||| |At 1 January 2020|175,184|57,818|–|233,002| |Additions|–|5,955|2,299|8,254| |Disposals|–|–|–|–| |At 31 December 2020|175,184|63,773|2,299|241,256| |Depreciation||||| |At 1 January 2020|119,022|17,292|–|136,314| |Charge for year|56,162|12,569|460|69,191| |Eliminated on disposal|–|–|–|–| |At 31 December 2020|175,184|29,861|460|205,505| |Net book values||||| |At 31 December 2020|–|33,912|1,839|35,751| |At 31 December 2019|56,162|40,525|–|96,687| Annual Report and Financial Statements The Freelands Foundation Limited 93 Principal Accounting Policies 31 December 2020 ## Notes to the Financial Statements 31 December 2020 ## 11. Fixed asset investments |11. Fixed asset investments||| |---|---|---| ||2020|2019| ||£|£| |Market value at 1 January|78,154,402|2,997,163| |Additions at cost|–|75,873,047| |Disposals|(60,146,420)|–| |Net (losses)/gains|(4,344,090)|(715,808)| |Market value at 31 December|13,663,892|78,154,402| All listed investments were dealt on a recognised stock exchange. Listed investments held in December 2020 comprised of holdings in The Walt Disney Company shares (Disney shares) and the BlackRock Strategic Funds Managed Index Portfolio (BMIP). On 31 December 2020, this comprised 73.7% Disney shares (£10,075,809) and 26.3% BMIP (£3,588,083). By comparison, on 31 December 2019, this comprised 95.4% Disney shares (£74,560,488) and 4.6% BMIP (£3,596,914). ## Programme related social investments – concessionary loans During the year, the Foundation entered into an agreement to provide concessionary loans of up to the value of £3m to be classified as social investments. At the balance sheet date, no amounts have been advanced under the agreement. ## 12. Debtors |12. Debtors||| |---|---|---| ||2020|2019| ||£|£| |Other debtors|–|–| |Prepayments and Accrued Income|1,339|2,680| |Market value at 31 December|1,339|2,680| |13. Creditors: Amounts falling due within one year||| ||2020|2019| ||£|£| |Accruals|51,600|40,416| |Trade creditors|11,709|40,948| |Other creditors|810|4,041| |Tax and social security|60,603|19,093| |Grants payable|43,500|59,300| ||168,222|163,798| |14. Called up share capital||| |Allotted, called up and fully paid|2020
£|2019
£| |Ordinary shares of £1 each|1|1| Annual Report and Financial Statements The Freelands Foundation Limited ## 94 Principal Accounting Policies 31 December 2020 ## Notes to the Financial Statements 31 December 2020 ## 15. Company information The charity is constituted as a company limited by shares. The registered office of the charity is 113 Regent’s Park Road, London, NW1 8UR. ## 16. Ultimate holding company and control The charitable company, The Freelands Foundation Limited, is wholly owned by the Freelands Foundation Inc, a US tax exempt charitable organisation, and was founded to carry out the work of that entity in the UK. Freelands Foundation Inc is the ultimate parent company. The activities of The Freelands Foundation Limited are controlled by the Trustees of The Freelands Foundation Limited. ## 17. Related party transactions Freelands Foundation’s headquarters at 113 Regent’s Park Road, London, NW1 8UR is provided to the organisation as a gift in kind from Freelands FIG Ltd, which is ultimately owned by the EM Family Trust, of which Elisabeth Murdoch and Keith Tyson are beneficiaries. Services, including senior level staff support in finance, accounting, investments, strategy and communications, were donated to the Foundation by Freelands Family Investment Group Ltd (until 31 August 2020), which is ultimately owned by EM 2006 Trust, and Freelands Group Ltd (from 1 September 2020), which is ultimately owned by EM 2019 Trust. Elisabeth Murdoch is a beneficiary of EM 2006 Trust and EM 2019 Trust. The operations of Freelands FIG Ltd, Freelands Family Investment Group Ltd and Freelands Group Ltd remain separate and distinct at all times from those of Freelands Foundation, with no impact on the charity’s operating policies. Two of the Trustees of the Foundation during the year were also Directors of The Freelands Family Investment Group Ltd. One of the Trustees of the Foundation during the year was also a Director of Freelands FIG Ltd, and Freelands Group Ltd. These services have been valued not at market value to the charity but instead at what the Foundation would pay in an open market for a reasonable alternative. ||2020|2019| |---|---|---| ||£|£| |Use of offce building|150,576|133,794| |Staff costs|175,784|11,660| |Direct costs incurred on behalf of the charity|–|920| ||326,360|146,374| Annual Report and Financial Statements The Freelands Foundation Limited 95 Principal Accounting Policies 31 December 2020 ## Notes to the Financial Statements ## 31 December 2020 One of the Trustees of the Foundation is a partner at the law firm Farrer & Co. The Foundation incurred expenditure of £107,077 (2019 – £34,025) with Farrer & Co during the year. During the year, Freelands Foundation Inc (the parent) recharged to The Freelands Foundation Ltd a total of $1,225,000 or £967,594.43 for US paid expenses relating to fund management and UK charitable activity. All investment assets are held by the Foundation’s UK entity and all charitable activities take place through the Foundation’s UK entity. The taxes due on investment assets held by the Foundation’s UK entity have therefore been recharged to the UK entity. Professional service fees incurred by the US entity relate to the furtherance of the UK entity’s charitable objects and have therefore been recharged to the UK entity. As noted above, Freelands Foundation is a dual qualified charity. This transaction is characterised differently from a US tax perspective. No recharges were made in the previous year. This total amount is broken down as £874,986 for tax and £92,608 for professional service fees. Annual Report and Financial Statements The Freelands Foundation Limited